IN THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION STATEMENT,
THE DISCLOSURE PACKAGE AND THE PROSPECTUS.
THE COMPANY DOES
9
NOT HAVE ANY TAX DEFICIENCY THAT HAS BEEN OR, TO THE KNOWLEDGE OF THE COMPANY,
MIGHT BE ASSERTED OR THREATENED AGAINST IT THAT WOULD RESULT IN A MATERIAL
ADVERSE EFFECT.
(AA)
NASDAQ; EXCHANGE ACT REGISTRATION.
THE COMMON STOCK
IS REGISTERED
PURSUANT TO SECTION 12(B) OR 12(G) OF THE EXCHANGE ACT AND IS ACCEPTED FOR
QUOTATION ON THE NASDAQ GLOBAL MARKET, AND THE COMPANY HAS TAKEN NO ACTION
DESIGNED TO, OR LIKELY TO HAVE THE EFFECT OF, TERMINATION THE REGISTRATION OF
THE COMMON STOCK UNDER THE EXCHANGE ACT OR DELISTING THE COMMON STOCK FROM THE
NASDAQ GLOBAL MARKET, NOR HAS THE COMPANY RECEIVED ANY NOTIFICATION THAT THE
COMMISSION OR THE NASD IS CONTEMPLATING TERMINATING SUCH REGISTRATION OR
LISTING. THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
REQUIREMENTS OF THE NASDAQ GLOBAL MARKET FOR MAINTENANCE OF INCLUSION OF THE
COMMON STOCK THEREON.
THE COMPANY HAS FILED AN APPLICATION TO INCLUDE THE
SHARES ON THE NASDAQ GLOBAL MARKET.
(BB)
ACCOUNTING CONTROLS.
THE COMPANY MAINTAINS A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT
(I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION; (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND TO MAINTAIN ACCOUNTABILITY FOR ASSETS; (III) ACCESS TO
ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH
EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH
RESPECT TO ANY DIFFERENCES.
EXCEPT AS DESCRIBED IN THE REGISTRATION STATEMENT,
IN THE DISCLOSURE PACKAGE AND IN THE PROSPECTUS, SINCE THE MOST RECENT AUDIT OF
THE EFFECTIVENESS OF THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING,
THERE HAS BEEN (I) NO MATERIAL WEAKNESS IN THE COMPANY'S INTERNAL CONTROL OVER
FINANCIAL REPORTING (WHETHER OR NOT REMEDIATED) AND (II) NO CHANGE IN THE
COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING THAT HAS MATERIALLY
AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE COMPANY'S INTERNAL
CONTROL OVER FINANCIAL REPORTING.
(CC)
DISCLOSURE CONTROLS.
THE COMPANY HAS ESTABLISHED, MAINTAINS AND
EVALUATES "DISCLOSURE CONTROLS AND PROCEDURES" (AS SUCH TERM IS DEFINED IN
RULE 13A-15(E) AND 15D-15(E) UNDER THE EXCHANGE ACT), WHICH (I) ARE DESIGNED TO
ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY IS MADE KNOWN TO THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICER AND ITS PRINCIPAL FINANCIAL OFFICER BY
OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE PERIODS IN WHICH THE
PERIODIC REPORTS REQUIRED UNDER THE EXCHANGE ACT ARE BEING PREPARED, (II) HAVE
BEEN EVALUATED FOR EFFECTIVENESS AS OF THE END OF THE LAST FISCAL PERIOD COVERED
BY THE REGISTRATION STATEMENT; AND (III) SUCH DISCLOSURE CONTROLS AND PROCEDURES
ARE EFFECTIVE TO PERFORM THE FUNCTIONS FOR WHICH THEY WERE ESTABLISHED. THERE
ARE NO SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN THE DESIGN OR
OPERATION OF INTERNAL CONTROLS WHICH COULD ADVERSELY AFFECT THE COMPANY'S
ABILITY TO RECORD, PROCESS, SUMMARIZE, AND REPORT FINANCIAL DATA