OF ITS EQUITY SECURITIES.
NO PERSON HAS ANY
RIGHT OF FIRST OFFER, RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT OR OTHER SIMILAR
RIGHT IN CONNECTION WITH THE ISSUANCE OR SALE OF THE OUTSTANDING SECURITIES OF
THE SUBSIDIARY OR THE SECURITIES, OR WITH RESPECT TO ANY FUTURE OFFER, SALE OR
ISSUANCE OF SECURITIES BY THE COMPANY OR THE SUBSIDIARY.
AS USED HEREIN,
"PERSON" MEANS ANY NATURAL PERSON OR CORPORATION, LIMITED LIABILITY COMPANY,
PARTNERSHIP, TRUST OR OTHER ENTITY.
2.6.
FINANCIAL STATEMENTS.
THE SELLER HAS DELIVERED
TO THE PURCHASER THE AUDITED, CONSOLIDATED BALANCE SHEETS OF THE COMPANY AND THE
SUBSIDIARY AS AT DECEMBER 31, 2003 AND DECEMBER 31, 2004, AND THE AUDITED,
PROFIT AND LOSS STATEMENTS FOR THE FISCAL YEARS THEN ENDED (THE "AUDITED
FINANCIAL STATEMENTS").
THE SELLER HAS ALSO FURNISHED TO THE PURCHASER THE
UNAUDITED, CONSOLIDATED BALANCE SHEET OF THE COMPANY AND THE SUBSIDIARY (THE
"BALANCE SHEET") AS AT SEPTEMBER 30, 2005 (THE "BALANCE SHEET DATE") AND THE
UNAUDITED, CONSOLIDATED PROFIT AND LOSS STATEMENTS OF THE COMPANY AND THE
SUBSIDIARY FOR THE NINE-MONTH PERIOD THEN ENDED.
THE AUDITED FINANCIAL
STATEMENTS AND THE BALANCE SHEET AND THE NOTES THERETO, IF ANY, ARE ACCURATE IN
ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE FINANCIAL CONDITION OF THE COMPANY
AND THE SUBSIDIARY AT THE RESPECTIVE DATES THEREOF AND THE RESULTS OF THEIR
OPERATIONS FOR THE PERIODS THEN ENDED, AND WERE PREPARED IN ACCORDANCE WITH THE
BOOKS AND RECORDS OF THE COMPANY AND THE SUBSIDIARY IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES OF SWEDEN, CONSISTENTLY APPLIED
DURING THE PERIODS COVERED THEREBY.
2.7.
MATERIAL ADVERSE CHANGES.
SINCE THE BALANCE
SHEET DATE, OTHER THAN AS SHOWN ON SCHEDULE 2.7, THE COMPANY AND THE SUBSIDIARY
HAS OPERATED ONLY IN THE USUAL AND ORDINARY COURSE, AND THERE HAS BEEN NO
(A) ACQUISITION OR DISPOSITION OF ASSETS OR SECURITIES, OR COMMITMENT THEREFOR
BY THE COMPANY OR THE SUBSIDIARY, EXCEPT FOR THE ACQUISITION OR DISPOSITION OF
ASSETS IN THE ORDINARY COURSE OF BUSINESS; (B) LIENS, SECURITY INTERESTS,
RESTRICTIONS, OR ENCUMBRANCES PLACED UPON ANY OF THE COMPANY'S OR THE
SUBSIDIARY'S ASSETS, EXCEPT IN THE ORDINARY COURSE OF BUSINESS; (C) INCREASE IN
THE COMPENSATION OR COMMISSION RATES PAYABLE BY THE COMPANY OR THE SUBSIDIARY TO
ANY OFFICER, DIRECTOR, EMPLOYEE, CONSULTANT OR SALES AGENT, EXCEPT FOR SUCH
INCREASES IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE;
(D) DIVIDEND, DISTRIBUTION, REDEMPTION, RECAPITALIZATION OR OTHER TRANSACTION
INVOLVING THE EQUITY SECURITIES OF THE COMPANY OR THE SUBSIDIARY, OR
DISTRIBUTION OR PAYMENT TO THE SELLER OR ANY OF THEIR RELATIVES OR AFFILIATES
(AS USED HEREIN, AN "AFFILIATE" OF, OR PERSON "AFFILIATED" WITH, A PERSON, SHALL
MEAN A PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY OR UNDER
COMMON CONTROL WITH, THE PERSON SPECIFIED); (E) CAPITAL EXPENDITURES BY THE
COMPANY OR ANY SUBSIDIARY IN EXCESS OF SEK 400,000; OR (F) COMPANY SPECIFIC
EVENT OR CONDITION WHICH INDIVIDUALLY, OR TOGETHER WITH ANY OTHER EVENTS OR
CONDITIONS, HAS HAD OR COULD REASONABLY HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS OR THE AFFAIRS, ASSETS, CONDITION (FINANCIAL OR OTHERWISE)