OF THE BUSINESS OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES IS IN COMPLIANCE IN ALL RESPECTS WITH APPLICABLE LAWS, RULES AND
REGULATIONS OF GOVERNMENTAL AND REGULATORY BODIES, EXCEPT WHERE THE FAILURE TO
BE IN COMPLIANCE WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A MATERIAL
ADVERSE EFFECT.
(17)
THE COMPANY IS NOT, AND DOES NOT INTEND TO CONDUCT ITS BUSINESS IN
A MANNER IN WHICH IT WOULD BECOME, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(18)
ALL OFFERS AND SALES OF THE COMPANY'S CAPITAL STOCK PRIOR TO THE
DATE HEREOF WERE AT ALL RELEVANT TIMES REGISTERED PURSUANT TO THE SECURITIES ACT
OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND WERE DULY
REGISTERED WITH OR THE SUBJECT OF AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, EXCEPT WHERE
THE FAILURE TO DO SO WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(19)
THE COMPANY HAS FILED WITH THE NASDAQ GLOBAL MARKET A NOTIFICATION
OF LISTING OF ADDITIONAL SHARES WITH RESPECT TO THE INVESTOR SHARES REQUIRED BY
THE RULES OF THE NASDAQ GLOBAL MARKET AND HAS NOT RECEIVED A NOTICE FROM THE
NASDAQ GLOBAL MARKET THAT SUCH NOTIFICATION IS INSUFFICIENT.
THE OFFER AND SALE
OF THE OFFERED SHARES DOES NOT REQUIRE STOCKHOLDER APPROVAL UNDER RULE 4350 OF
THE NASDAQ STOCK MARKET RULES.
(20)
NEITHER THE COMPANY NOR ITS SUBSIDIARIES NOR, TO THE BEST OF THE
COMPANY'S KNOWLEDGE, ANY EMPLOYEE OR AGENT OF THE COMPANY OR ITS SUBSIDIARIES,
HAS MADE ANY CONTRIBUTION OR OTHER PAYMENT TO ANY OFFICIAL OF, OR CANDIDATE FOR,
ANY FEDERAL, STATE OR FOREIGN OFFICE IN VIOLATION OF ANY LAW OR OF THE CHARACTER
REQUIRED TO BE DISCLOSED IN THE PROSPECTUS.
(21)
THERE IS NO BROKER, FINDER OR OTHER PARTY THAT IS ENTITLED TO
RECEIVE FROM THE COMPANY ANY BROKERAGE OR FINDER'S FEE OR OTHER FEE OR
COMMISSION AS A RESULT OF ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
7
(22)
THERE ARE NO OUTSTANDING LOANS, ADVANCES (EXCEPT NORMAL ADVANCES
FOR BUSINESS EXPENSES IN THE ORDINARY COURSE OF BUSINESS) OR GUARANTEES OR
INDEBTEDNESS BY THE COMPANY TO, OR FOR THE BENEFIT OF, ANY OF THE OFFICERS OR
DIRECTORS OF THE COMPANY.
(23)
TO THE EXTENT THAT THE COMPANY OR ANY OTHER PERSON ACTING ON ITS
BEHALF HAS PROVIDED THE INVESTOR OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION
THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL, NON-PUBLIC INFORMATION, ANY SUCH
MATERIAL, NON-PUBLIC INFORMATION WILL BE DISCLOSED TO THE PUBLIC BY THE COMPANY
NO LESS THAN 48 HOURS PRIOR TO THE CLOSING.
5.
CONDITIONS.
THE OBLIGATION OF EACH INVESTOR TO PURCHASE AND
ACQUIRE THE INVESTOR SHARES HEREUNDER SHALL BE SUBJECT TO THE CONDITION THAT ALL
REPRESENTATIONS AND WARRANTIES AND OTHER STATEMENTS OF THE COMPANY SHALL BE TRUE
AND CORRECT AS OF AND ON EACH OF THE DATE OF THIS AGREEMENT AND THE DATE OF THE
CLOSING, THE CONDITION THAT THE COMPANY SHALL HAVE PERFORMED ALL