SUBSIDIARIES' ASSETS IS LESS THAN THE AMOUNT REQUIRED TO PAY
THE COMPANY'S AND ITS SUBSIDIARIES' TOTAL INDEBTEDNESS (AS DEFINED IN
SECTION 3(S)), (II) THE COMPANY AND ITS SUBSIDIARIES ARE UNABLE TO PAY THEIR
DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND
LIABILITIES BECOME ABSOLUTE AND MATURED OR (III) THE COMPANY AND ITS
SUBSIDIARIES INTEND TO INCUR OR BELIEVE THAT THEY WILL INCUR DEBTS THAT WOULD BE
BEYOND THEIR ABILITY TO PAY AS SUCH DEBTS MATURE. THE COMPANY HAS NOT ENGAGED IN
BUSINESS OR IN ANY TRANSACTION, AND IS NOT ABOUT TO ENGAGE IN BUSINESS OR IN ANY
TRANSACTION, FOR WHICH THE COMPANY'S REMAINING ASSETS CONSTITUTE UNREASONABLY
SMALL CAPITAL.
(M)
NO UNDISCLOSED EVENTS, LIABILITIES,
DEVELOPMENTS OR CIRCUMSTANCES. NO EVENT, LIABILITY, DEVELOPMENT OR CIRCUMSTANCE
HAS OCCURRED OR EXISTS, OR IS CONTEMPLATED TO OCCUR WITH RESPECT TO THE COMPANY,
ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, PROPERTIES, PROSPECTS, OPERATIONS
OR FINANCIAL CONDITION, THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY
UNDER APPLICABLE SECURITIES LAWS ON A REGISTRATION STATEMENT ON FORM S-1 FILED
WITH THE SEC RELATING TO AN ISSUANCE AND SALE BY THE COMPANY OF ITS COMMON STOCK
AND WHICH HAS NOT BEEN PUBLICLY ANNOUNCED.
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
NEITHER THE COMPANY NOR ITS SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF OR IN
DEFAULT UNDER ITS ARTICLES OF INCORPORATION, THE CERTIFICATE OF DESIGNATIONS,
ANY OTHER CERTIFICATE OF DESIGNATION, PREFERENCES OR RIGHTS OF ANY OTHER
OUTSTANDING SERIES OF PREFERRED STOCK OF THE COMPANY OR BYLAWS OR THEIR
ORGANIZATIONAL CHARTER OR ARTICLES OF INCORPORATION OR BYLAWS, RESPECTIVELY.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY JUDGMENT,
DECREE OR ORDER OR ANY STATUTE, ORDINANCE, RULE OR
10
REGULATION APPLICABLE TO THE COMPANY OR ITS SUBSIDIARIES, AND NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES WILL CONDUCT ITS BUSINESS IN VIOLATION OF
ANY OF THE FOREGOING, EXCEPT IN ALL CASES FOR POSSIBLE VIOLATIONS WHICH WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY IS NOT IN VIOLATION OF ANY
OF THE RULES, REGULATIONS OR REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO
KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES THAT WOULD REASONABLY LEAD TO DELISTING
OR SUSPENSION OF THE COMMON STOCK BY THE PRINCIPAL MARKET IN THE FORESEEABLE
FUTURE. EXCEPT AS SET FORTH IN SCHEDULE 3(N), SINCE MARCH 3, 2005, (I) THE
COMMON STOCK HAS BEEN DESIGNATED FOR QUOTATION ON THE PRINCIPAL MARKET,
(II) TRADING IN THE COMMON STOCK HAS NOT BEEN SUSPENDED BY THE SEC OR THE
PRINCIPAL MARKET AND (III) THE COMPANY HAS RECEIVED NO COMMUNICATION, WRITTEN OR
ORAL, FROM THE SEC OR THE PRINCIPAL MARKET REGARDING THE SUSPENSION OR DELISTING
OF THE COMMON STOCK FROM THE PRINCIPAL MARKET. THE COMPANY AND ITS SUBSIDIARIES
POSSESS ALL CERTIFICATES, AUTHORIZATIONS AND PERMITS ISSUED BY THE APPROPRIATE
REGULATORY AUTHORITIES NECESSARY TO CONDUCT THEIR RESPECTIVE BUSINESSES, EXCEPT
WHERE THE FAILURE TO POSSESS SUCH CERTIFICATES, AUTHORIZATIONS OR PERMITS WOULD
NOT HAVE, INDIVIDUALLY OR IN THE AGGREGATE,