THERE ARE NO OUTSTANDING RESTRICTED
ACQUIROR COMMON SHARES, PERFORMANCE SHARE AWARDS, STOCK OPTIONS, STOCK
APPRECIATION RIGHTS OR DIVIDEND EQUIVALENT RIGHTS RELATING TO ACQUIROR COMMON
SHARES.
(VI)
THERE IS NO VOTING DEBT OF ACQUIROR OR ANY ACQUIROR SUBSIDIARY
OUTSTANDING.
41
(VII)
ALL DIVIDENDS OR DISTRIBUTIONS ON SECURITIES OF ACQUIROR THAT HAVE
BEEN DECLARED OR AUTHORIZED PRIOR TO THE DATE OF THIS AGREEMENT HAVE BEEN PAID
IN FULL.
(B)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
(I)
ACQUIROR HAS FILED WITH OR FURNISHED TO THE SEC, AND HAS
HERETOFORE MADE AVAILABLE TO TARGET (BY PUBLIC FILING WITH THE SEC OR OTHERWISE)
TRUE AND COMPLETE COPIES OF, ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED WITH OR FURNISHED TO THE SEC BY ACQUIROR SINCE
JANUARY 1, 2006 (THE "APPLICABLE DATE") AND PRIOR TO THE DATE HEREOF
(COLLECTIVELY, THE "ACQUIROR SEC DOCUMENTS").
AS OF ITS RESPECTIVE DATE, EACH
ACQUIROR SEC DOCUMENT COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE EXCHANGE ACT OR THE SECURITIES ACT, AS THE CASE MAY BE, AS
AND TO THE EXTENT APPLICABLE THERETO, AND THE RULES AND REGULATIONS OF THE SEC
PROMULGATED THEREUNDER APPLICABLE TO SUCH ACQUIROR SEC DOCUMENT.
EXCEPT TO THE
EXTENT THAT INFORMATION CONTAINED IN ANY ACQUIROR SEC DOCUMENT FILED AND
PUBLICLY AVAILABLE PRIOR TO THE DATE OF THIS AGREEMENT HAS BEEN REVISED OR
SUPERSEDED BY A LATER ACQUIROR SEC DOCUMENT, NONE OF THE ACQUIROR SEC DOCUMENTS
CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
(II)
THE CONSOLIDATED FINANCIAL STATEMENTS OF ACQUIROR INCLUDED IN THE
ACQUIROR SEC DOCUMENTS COMPLIED AS OF THEIR RESPECTIVE DATES IN ALL MATERIAL
RESPECTS WITH THE THEN APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO, WERE PREPARED IN
ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
(EXCEPT AS MAY BE INDICATED THEREIN OR IN THE NOTES THERETO) AND FAIRLY
PRESENTED IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF
ACQUIROR AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATES THEREOF AND THE
CONSOLIDATED RESULTS OF THEIR OPERATIONS AND THEIR CONSOLIDATED CASH FLOWS FOR
THE PERIODS THEN ENDED, ALL IN ACCORDANCE WITH GAAP (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND TO ANY OTHER
ADJUSTMENTS DESCRIBED THEREIN).
(C)
NO UNDISCLOSED LIABILITIES.
SUBSEQUENT TO THE RESPECTIVE DATES AS
OF WHICH INFORMATION IS GIVEN IN ACQUIROR SEC DOCUMENTS, EXCEPT AS DESCRIBED IN
ACQUIROR SEC DOCUMENTS, ACQUIROR AND ACQUIROR SUBSIDIARIES HAVE NOT INCURRED ANY
MATERIAL LIABILITY OR OBLIGATION, DIRECT OR CONTINGENT, NOR ENTERED INTO ANY
MATERIAL TRANSACTION, IN EACH CASE NOT IN THE ORDINARY COURSE OF BUSINESS, THAT
COULD RESULT IN AN ACQUIROR MATERIAL ADVERSE EFFECT.
(D)
ABSENCE OF CERTAIN CHANGES OR EVENTS.
SUBSEQUENT TO THE
RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN IN ACQUIROR SEC DOCUMENTS, (I)
NEITHER ACQUIROR NOR ANY