those representations and warranties which are qualified by
materiality, in which case such representations and warranties shall be true and
correct in all respects) as of the Time of Sale and the Closing Date; and the
Company has complied in all material respects with all agreements and satisfied
all the conditions on its part required under this Agreement to be performed or
satisfied at or prior to the Closing Date;
(II)
SUBSEQUENT TO THE RESPECTIVE DATES AS OF WHICH INFORMATION IS
GIVEN IN THE DISCLOSURE PACKAGE (TAKING INTO ACCOUNT ANY UPDATES INCLUDED WITHIN
THE DISCLOSURE PACKAGE), THERE HAS NOT BEEN (A) A MATERIAL ADVERSE CHANGE OR ANY
DEVELOPMENT INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE IN THE GENERAL
AFFAIRS, BUSINESS, PROSPECTS, PROPERTIES, MANAGEMENT, FINANCIAL CONDITION OR
RESULTS OF OPERATIONS OF THE COMPANY, TAKEN AS A WHOLE, (B) ANY TRANSACTION THAT
IS MATERIAL TO THE COMPANY, TAKEN AS A WHOLE, EXCEPT TRANSACTIONS ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS, (C) ANY OBLIGATION, DIRECT OR CONTINGENT,
THAT IS MATERIAL TO THE COMPANY, TAKEN AS A WHOLE, INCURRED BY THE COMPANY,
EXCEPT OBLIGATIONS INCURRED IN THE ORDINARY COURSE OF BUSINESS, (D) ANY CHANGE
IN THE CAPITAL STOCK (OTHER THAN A CHANGE IN THE NUMBER OF OUTSTANDING SHARES OF
COMMON STOCK DUE TO THE ISSUANCE OF SHARES UPON THE EXERCISE OF OUTSTANDING
OPTIONS OR WARRANTS) OR ANY MATERIAL CHANGE IN THE SHORT TERM OR LONG TERM
INDEBTEDNESS OF THE COMPANY, TAKEN AS A WHOLE, (E) ANY DIVIDEND OR DISTRIBUTION
OF ANY KIND DECLARED, PAID OR MADE ON THE CAPITAL STOCK OF THE COMPANY OR (F)
ANY LOSS OR DAMAGE (WHETHER OR NOT INSURED) TO THE PROPERTY OF THE COMPANY WHICH
HAS BEEN SUSTAINED OR WILL HAVE BEEN SUSTAINED WHICH HAS HAD OR IS REASONABLY
LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
21
(III)
NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR ANY PART THEREOF OR ANY AMENDMENT THEREOF OR THE QUALIFICATION OF
THE SECURITIES FOR OFFERING OR SALE, NOR SUSPENDING OR PREVENTING THE USE OF THE
DISCLOSURE PACKAGE, THE PROSPECTUS OR ANY ISSUER FREE WRITING PROSPECTUS SHALL
HAVE BEEN ISSUED, AND NO PROCEEDINGS FOR THAT PURPOSE OR PURSUANT TO SECTION 8A
UNDER THE SECURITIES ACT SHALL BE PENDING OR TO THEIR KNOWLEDGE, THREATENED BY
THE COMMISSION OR ANY STATE OR REGULATORY BODY; AND
(IV)
THE SIGNERS OF SAID CERTIFICATE HAVE REVIEWED THE REGISTRATION
STATEMENT, THE DISCLOSURE PACKAGE, ANY PERMITTED FREE WRITING PROSPECTUS AND THE
PROSPECTUS, AND ANY AMENDMENTS THEREOF OR SUPPLEMENTS THERETO (AND ANY DOCUMENTS
FILED UNDER THE EXCHANGE ACT AND DEEMED TO BE INCORPORATED BY REFERENCE INTO THE
DISCLOSURE PACKAGE AND THE PROSPECTUS), AND (A) (I) EACH PART OF THE
REGISTRATION STATEMENT AND ANY AMENDMENT THEREOF DO NOT AND DID NOT CONTAIN WHEN
THE REGISTRATION STATEMENT (OR SUCH AMENDMENT) BECAME EFFECTIVE, ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE, AND DID NOT OMIT TO STATE WHEN
THE REGISTRATION STATEMENT (OR SUCH AMENDMENT) BECAME EFFECTIVE, ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO