CONTRACT, OR OTHER AGREEMENT OR OBLIGATION TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS A PARTY OR BY WHICH THE COMPANY, ANY SUBSIDIARY OR ANY OF THE
PROPERTIES OR ASSETS OF ANY OF THE FOREGOING MAY BE BOUND, (III) CONFLICT WITH
OR VIOLATE ANY JUDGMENT, ORDER, DECREE, STATUTE, LAW, ORDINANCE, RULE OR
REGULATION OR ANY MATERIAL PERMIT, CONCESSION, FRANCHISE OR LICENSE APPLICABLE
TO THE COMPANY, ANY SUBSIDIARY OR ANY OF PROPERTIES OR ASSETS OF ANY OF THE
FOREGOING, EXCEPT IN THE CASE OF SUBCLAUSES (II) AND (III) FOR SUCH VIOLATIONS,
BREACHES, DEFAULTS, RIGHTS OF TERMINATION, CANCELLATION OR ACCELERATION, OR
LOSSES OF BENEFITS WHICH WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
3.3.3
NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR
REGISTRATION, DECLARATION OR FILING WITH, ANY GOVERNMENTAL ENTITY IS REQUIRED BY
OR WITH RESPECT TO THE COMPANY IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THE STOCK AGREEMENTS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY, EXCEPT THAT THE FILING OF ONE OR MORE NOTIFICATION AND REPORT FORMS
UNDER THE HSR ACT MAY BE REQUIRED WITH RESPECT TO THE ACQUISITION BY PURCHASER
OF THE SHARES, AND EXCEPT (I) SUCH OTHER CONSENTS, APPROVALS, ORDERS,
AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS AND FILINGS AS MAY BE REQUIRED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND THE LAWS OF ANY FOREIGN
COUNTRY, AND (II) SUCH OTHER CONSENTS, AUTHORIZATIONS, FILINGS, APPROVALS AND
REGISTRATIONS WHICH, IF NOT OBTAINED OR MADE, WOULD NOT BE REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT, ALL OF WHICH CONSENTS, AUTHORIZATIONS, FILINGS,
APPROVALS AND REGISTRATIONS (OTHER THAN FILINGS AND REGISTRATIONS WITH THE SEC
AND WITH STATE SECURITIES AUTHORITIES AND AGENCIES PERTAINING TO THE ISSUANCE OF
THE SHARES AND OTHER CONSENTS, AUTHORIZATIONS, FILINGS, APPROVALS AND
REGISTRATIONS WITH ANY REGULATORY AUTHORITY (AS DEFINED IN THE LICENSE
AGREEMENT)) HAVE BEEN MADE OR OBTAINED BY THE COMPANY PRIOR TO THE DATE OF THIS
AGREEMENT.
4
3.4
SEC DOCUMENTS; ABSENCE OF UNDISCLOSED
LIABILITIES. THE COMPANY HAS TIMELY FILED ALL REPORTS, REGISTRATION STATEMENTS,
PROXY STATEMENTS AND OTHER MATERIALS, TOGETHER WITH ANY AMENDMENTS THERETO,
REQUIRED TO BE FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "SEC") UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT") (THE "SEC FILINGS"). AS OF THEIR RESPECTIVE DATES FILED, THE SEC FILINGS
DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A
MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING. THE FINANCIAL STATEMENTS
CONTAINED IN THE SEC FILINGS FAIRLY PRESENT THE FINANCIAL POSITION OF THE
COMPANY AND ITS SUBSIDIARIES AS OF THE DATES THEREOF AND FOR THE PERIODS COVERED
THEREBY AND HAVE BEEN PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") (IN THE CASE OF THE UNAUDITED STATEMENTS, ALL
FOOTNOTES REQUIRED BY GAAP MAY NOT BE INCLUDED AND SUBJECT TO NORMAL YEAR-END
AUDIT ADJUSTMENTS). EXCEPT AS SET FORTH IN THE SEC FILINGS, NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITIES, EITHER