BY OR ON
BEHALF OF ANY INITIAL PURCHASER SPECIFICALLY FOR INCLUSION THEREIN, WHICH
INFORMATION IS SPECIFIED IN SECTION 8(E).
(H)
THE COMPANY HAS NOT MADE ANY OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY THE SECURITIES THAT WOULD CONSTITUTE A "FREE WRITING PROSPECTUS"
(IF THE OFFERING OF THE SECURITIES WAS MADE PURSUANT TO A REGISTERED OFFERING
UNDER THE SECURITIES ACT), AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT (A
"FREE WRITING OFFERING DOCUMENT") WITHOUT THE PRIOR CONSENT OF THE
REPRESENTATIVE; ANY SUCH FREE WRITING OFFERING DOCUMENT THE USE OF WHICH HAS
BEEN PREVIOUSLY CONSENTED TO BY THE INITIAL PURCHASERS IS SET FORTH
SUBSTANTIALLY IN FORM AND SUBSTANCE AS ATTACHED HERETO ON SCHEDULE III.
(I)
THE EXCHANGE ACT REPORTS DID NOT, WHEN FILED WITH THE COMMISSION,
CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(J)
THE STATISTICAL AND MARKET-RELATED DATA INCLUDED IN THE PRICING
DISCLOSURE PACKAGE ARE BASED ON OR DERIVED FROM SOURCES THAT THE COMPANY
BELIEVES TO BE RELIABLE AND ACCURATE IN ALL MATERIAL RESPECTS.
(K)
EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS BEEN DULY ORGANIZED
AND IS VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION OR OTHER BUSINESS
ENTITY UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION AND IS DULY QUALIFIED
TO DO BUSINESS AND IN GOOD STANDING AS A FOREIGN CORPORATION OR OTHER BUSINESS
ENTITY IN EACH JURISDICTION IN WHICH ITS OWNERSHIP OR LEASE OF PROPERTY OR THE
CONDUCT OF ITS BUSINESSES REQUIRES SUCH QUALIFICATION, EXCEPT WHERE THE FAILURE
TO BE SO QUALIFIED OR IN GOOD STANDING WOULD NOT, IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE CONDITION (FINANCIAL OR
OTHERWISE), RESULTS OF OPERATIONS, STOCKHOLDERS' EQUITY, PROPERTIES, BUSINESS OR
PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR A MATERIAL
ADVERSE EFFECT ON THE PERFORMANCE BY THE COMPANY OF THE PERFORMANCE OF THIS
AGREEMENT, THE INDENTURE, THE SECURITIES, OR THE SECURITY DOCUMENTS OR THE
CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (A
"MATERIAL ADVERSE EFFECT"); EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS ALL
POWER AND AUTHORITY NECESSARY TO OWN OR HOLD ITS PROPERTIES AND TO CONDUCT THE
BUSINESSES IN WHICH IT IS ENGAGED. THE COMPANY DOES NOT OWN OR CONTROL, DIRECTLY
OR INDIRECTLY, ANY CORPORATION, ASSOCIATION OR OTHER ENTITY OTHER THAN THE
SUBSIDIARIES LISTED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE MOST
RECENT FISCAL
5
YEAR. NONE OF THE SUBSIDIARIES OF THE COMPANY (OTHER THAN PAI CAPITAL LLC
(DELAWARE LLC), HC POWER INC. (CALIFORNIA CORPORATION), POWER ONE LIMITED
(CAYMAN ISLANDS), POWER-ONE ITALY S.P.A. (ITALY), POWER-ONE AG (SWISS)
(COLLECTIVELY, THE "SIGNIFICANT SUBSIDIARIES")) IS A "SIGNIFICANT SUBSIDIARY"
(AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT).
(L)
THE COMPANY HAS AN AUTHORIZED CAPITALIZATION AS SET FORTH IN EACH
OF THE PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, AND ALL OF