GRANTED ANY
RIGHTS, TO REGISTER ANY OF THE COMPANY'S PRESENTLY OUTSTANDING SECURITIES OR ANY
OF ITS SECURITIES THAT MAY HEREAFTER BE ISSUED.
TO THE COMPANY'S KNOWLEDGE, NO
STOCKHOLDER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS ENTERED INTO ANY
AGREEMENT WITH RESPECT TO THE VOTING OF EQUITY SECURITIES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES.
4.16.
COMPLIANCE WITH LAWS; PERMITS.
TO ITS KNOWLEDGE, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY APPLICABLE STATUTE,
RULE, REGULATION, ORDER OR RESTRICTION OF ANY DOMESTIC OR FOREIGN GOVERNMENT OR
ANY INSTRUMENTALITY OR AGENCY THEREOF IN RESPECT OF THE CONDUCT OF ITS BUSINESS
OR THE OWNERSHIP OF ITS PROPERTIES WHICH VIOLATION WOULD MATERIALLY AND
ADVERSELY AFFECT THE BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION,
OPERATIONS OR PROSPECTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
NO
GOVERNMENTAL ORDERS, PERMISSIONS, CONSENTS, APPROVALS OR AUTHORIZATIONS ARE
REQUIRED TO BE OBTAINED AND NO REGISTRATIONS OR DECLARATIONS ARE REQUIRED TO BE
FILED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
ISSUANCE OF ANY OF THE SECURITIES, EXCEPT SUCH AS HAS BEEN DULY AND VALIDLY
OBTAINED OR FILED, OR WITH RESPECT TO ANY FILINGS THAT MUST BE MADE AFTER THE
CLOSING, AS WILL BE FILED IN A TIMELY MANNER.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAS ALL FRANCHISES, PERMITS, LICENSES AND ANY SIMILAR AUTHORITY
NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS NOW BEING CONDUCTED BY IT, THE LACK
OF WHICH COULD MATERIALLY AND ADVERSELY AFFECT THE BUSINESS, PROPERTIES,
PROSPECTS OR FINANCIAL CONDITION OF THE COMPANY AND EACH OF ITS SUBSIDIARIES.
4.17.
ENVIRONMENTAL AND SAFETY LAWS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS IN VIOLATION OF ANY APPLICABLE STATUTE, LAW OR REGULATION
RELATING TO THE ENVIRONMENT OR OCCUPATIONAL HEALTH AND SAFETY, AND TO ITS
KNOWLEDGE, NO MATERIAL EXPENDITURES ARE OR WILL BE REQUIRED IN ORDER TO COMPLY
WITH ANY SUCH EXISTING STATUTE, LAW OR REGULATION.
EXCEPT AS SET FORTH IN THE
SEC REPORTS, NO HAZARDOUS MATERIALS (AS DEFINED BELOW) ARE USED OR HAVE BEEN
USED, STORED, OR DISPOSED OF BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR, TO
THE COMPANY'S KNOWLEDGE, BY ANY OTHER PERSON OR ENTITY ON ANY PROPERTY OWNED,
LEASED OR USED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.
FOR THE PURPOSES OF
THE PRECEDING SENTENCE, "HAZARDOUS MATERIALS" SHALL MEAN (A) MATERIALS WHICH ARE
LISTED OR OTHERWISE DEFINED AS "HAZARDOUS" OR "TOXIC" UNDER ANY APPLICABLE
LOCAL, STATE, FEDERAL AND/OR FOREIGN LAWS AND REGULATIONS THAT GOVERN THE
EXISTENCE AND/OR REMEDY OF CONTAMINATION ON PROPERTY, THE PROTECTION OF THE
ENVIRONMENT FROM CONTAMINATION, THE CONTROL OF HAZARDOUS WASTES, OR OTHER
ACTIVITIES INVOLVING HAZARDOUS SUBSTANCES, INCLUDING BUILDING MATERIALS, OR
(B) ANY PETROLEUM PRODUCTS OR NUCLEAR MATERIALS.
4.18.
VALID OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER CONTAINED IN THIS AGREEMENT, THE OFFER, SALE AND
ISSUANCE OF THE
11
SECURITIES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND WILL HAVE BEEN REGISTERED OR