IN DEFAULT IN ANY MATERIAL RESPECT WITH RESPECT TO
ANY SUCH ORDER.
4.8.
COMPLIANCE WITH LAW.
ALL ACTIVITIES OF MERGER
SUB AND PARENT HAVE BEEN, AND ARE CURRENTLY BEING, CONDUCTED IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE UNITED STATES FEDERAL, STATE AND LOCAL
AND OTHER FOREIGN LAWS, ORDINANCES, REGULATIONS, INTERPRETATIONS, JUDGMENTS,
DECREES, INJUNCTIONS, PERMITS, LICENSES, CERTIFICATES, GOVERNMENTAL
REQUIREMENTS, ORDERS AND OTHER SIMILAR ITEMS OF ANY COURT OR OTHER GOVERNMENTAL
ENTITY OR ANY NONGOVERNMENTAL SELF-REGULATORY AGENCY, AND NO NOTICE HAS BEEN
RECEIVED BY PARENT OF ANY CLAIMS FILED AGAINST EITHER MERGER SUB OR PARENT
ALLEGING A VIOLATION OF ANY SUCH LAWS, REGULATIONS OR OTHER REQUIREMENTS WHICH
WOULD BE REQUIRED TO BE DISCLOSED IN THE PARENT SEC REPORTS.
MERGER SUB AND
PARENT HAVE ALL PERMITS, LICENSES AND FRANCHISES FROM GOVERNMENTAL ENTITIES
REQUIRED TO CONDUCT THEIR BUSINESSES AS NOW BEING CONDUCTED, EXCEPT FOR SUCH
PERMITS, LICENSES AND FRANCHISES THE ABSENCE OF WHICH WOULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A PARENT MATERIAL ADVERSE
EFFECT.
4.9.
FINDERS OR BROKERS.
EXCEPT FOR LEHMAN BROTHERS,
WHOSE FEES WILL BE PAID BY PARENT, NONE OF PARENT, MERGER SUB, THE OTHER
SUBSIDIARIES OF PARENT, THE BOARDS OF DIRECTORS OF PARENT AND MERGER SUB OR ANY
MEMBER OF SUCH BOARDS OF DIRECTORS HAS EMPLOYED ANY AGENT, INVESTMENT BANKER,
BROKER, FINDER OR INTERMEDIARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY WHO MIGHT BE ENTITLED TO A FEE OR ANY COMMISSION IN CONNECTION WITH THE
MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY.
4.10.
TAX MATTERS.
NEITHER PARENT NOR, TO ITS KNOWLEDGE,
ANY OF ITS AFFILIATES HAS TAKEN OR AGREED TO TAKE ANY ACTION, OR KNOWS OF ANY
CIRCUMSTANCES, THAT (WITHOUT REGARD TO ANY ACTION TAKEN OR AGREED TO BE TAKEN BY
THE COMPANY OR ANY OF ITS AFFILIATES) WOULD PREVENT THE BUSINESS COMBINATION TO
BE EFFECTED BY THE MERGER FROM CONSTITUTING A TRANSACTION QUALIFYING AS A
REORGANIZATION WITHIN THE MEANING OF SECTION 368 OF THE CODE.
4.11.
REGISTRATION STATEMENT; PROXY STATEMENT/PROSPECTUS.
THE INFORMATION SUPPLIED BY PARENT AND MERGER SUB FOR INCLUSION IN THE PROXY
STATEMENT/PROSPECTUS SHALL NOT, AT THE TIME THE REGISTRATION STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) IS DECLARED EFFECTIVE BY THE
SEC, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE INFORMATION
SUPPLIED BY PARENT FOR INCLUSION IN THE PROXY STATEMENT/PROSPECTUS SHALL NOT, ON
THE DATE THE PROXY STATEMENT/PROSPECTUS IS FIRST MAILED TO THE COMPANY'S
STOCKHOLDERS, AT THE TIME OF THE COMPANY STOCKHOLDERS MEETING AND AT THE
EFFECTIVE TIME, CONTAIN ANY STATEMENT WHICH, AT SUCH TIME, IS FALSE OR
MISLEADING WITH RESPECT TO ANY MATERIAL FACT, OR OMIT TO STATE ANY MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH IT IS MADE, NOT FALSE OR MISLEADING; OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY TO CORRECT ANY STATEMENT IN ANY EARLIER COMMUNICATION WITH
RESPECT TO