RELIANCE UPON AND IN CONFORMITY WITH INFORMATION CONCERNING THE PLACEMENT AGENT
AND FURNISHED IN WRITING BY A PLACEMENT AGENT TO THE COMPANY EXPRESSLY FOR USE
IN THE PRICING DISCLOSURE MATERIALS, AS SET FORTH IN SECTION 8(B).
(G)
EACH ISSUER FREE WRITING PROSPECTUS (INCLUDING, WITHOUT
LIMITATION, ANY ROAD SHOW THAT IS A FREE WRITING PROSPECTUS UNDER RULE 433),
WHEN CONSIDERED TOGETHER WITH THE PRICING DISCLOSURE MATERIALS AS OF THE
APPLICABLE TIME, DID NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING, EXCEPT THAT THE PRICE OF THE SHARES, NUMBER OF SHARES TO BE
SOLD, AND DISCLOSURES DIRECTLY RELATING THERETO WILL BE INCLUDED ON THE COVER
PAGE OF THE PROSPECTUS.
(H)
EACH ISSUER FREE WRITING PROSPECTUS CONFORMED OR WILL CONFORM IN
ALL MATERIAL RESPECTS TO THE REQUIREMENTS OF THE ACT AND THE RULES AND
REGULATIONS ON THE DATE OF FIRST USE, AND THE COMPANY HAS COMPLIED WITH ANY
FILING REQUIREMENTS APPLICABLE TO SUCH ISSUER FREE WRITING PROSPECTUS PURSUANT
TO THE RULES AND REGULATIONS.
THE COMPANY HAS NOT MADE ANY OFFER RELATING TO
THE SHARES THAT WOULD CONSTITUTE AN ISSUER FREE WRITING PROSPECTUS WITHOUT THE
PRIOR WRITTEN CONSENT OF THE PLACEMENT AGENT. THE COMPANY HAS RETAINED IN
ACCORDANCE WITH THE RULES AND REGULATIONS ALL ISSUER FREE WRITING PROSPECTUSES
THAT WERE NOT REQUIRED TO BE FILED PURSUANT TO THE RULES AND REGULATIONS.
(I)
THE COMPANY IS, AND AT THE CLOSING DATE WILL BE, DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
THE COMPANY HAS, AND AT THE CLOSING DATE WILL HAVE, FULL POWER AND AUTHORITY TO
CONDUCT ALL THE ACTIVITIES CONDUCTED BY IT, TO OWN OR LEASE ALL THE ASSETS OWNED
OR LEASED BY IT AND TO CONDUCT ITS BUSINESS AS DESCRIBED IN THE REGISTRATION
STATEMENT AND THE PROSPECTUS.
THE COMPANY IS, AND AT THE CLOSING DATE WILL BE,
DULY LICENSED OR QUALIFIED TO DO BUSINESS AND IN GOOD STANDING AS A FOREIGN
ORGANIZATION IN ALL JURISDICTIONS IN WHICH THE NATURE OF THE ACTIVITIES
CONDUCTED BY IT OR THE CHARACTER OF THE ASSETS OWNED OR LEASED BY IT MAKES SUCH
LICENSING OR QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED OR IN GOOD STANDING OR HAVE SUCH POWER OR AUTHORITY WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT OR WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON OR AFFECTING THE
BUSINESS, PROSPECTS,
3
PROPERTIES, MANAGEMENT, CONSOLIDATED FINANCIAL POSITION, STOCKHOLDERS' EQUITY OR
RESULTS OF OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES (AS DEFINED BELOW)
TAKEN AS A WHOLE (A "MATERIAL ADVERSE EFFECT").
COMPLETE AND CORRECT COPIES OF
THE ARTICLES OR CERTIFICATE OF INCORPORATION AND OF THE BYLAWS OF THE COMPANY
AND ALL AMENDMENTS THERETO HAVE BEEN DELIVERED TO THE PLACEMENT AGENT, AND NO
CHANGES THEREIN WILL BE MADE SUBSEQUENT TO THE DATE HEREOF AND PRIOR