OR ASSETS MAY BE SUBJECT, OR (C) ANY LICENSE, LEASE,
AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH THE COMPANY OR ANY SUCH
SUBSIDIARY IS A PARTY OR TO WHICH THEY OR ANY OF THEIR RESPECTIVE PROPERTIES OR
ASSETS MAY BE SUBJECT, OR (II) VIOLATE ANY JUDGMENT, RULING, ORDER, WRIT,
INJUNCTION, DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO THE COMPANY OR ANY
OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS, EXCEPT, IN
THE CASE OF CLAUSES (I) (B) AND (C) AND (II) ABOVE, FOR SUCH VIOLATIONS,
CONFLICTS, BREACHES, DEFAULTS, TERMINATIONS, SUSPENSIONS, ACCELERATIONS, RIGHTS
OF TERMINATION OR ACCELERATION OR CREATIONS OF LIENS, SECURITY INTERESTS,
CHARGES OR ENCUMBRANCES WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A COMPANY MATERIAL ADVERSE EFFECT.
9
(B)
NO FILING, REGISTRATION WITH OR NOTIFICATION
TO, AND, NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF ANY COURT, COMMISSION,
GOVERNMENTAL BODY, REGULATORY AUTHORITY, AGENCY OR TRIBUNAL WHEREVER LOCATED (A
"GOVERNMENTAL ENTITY") IS REQUIRED TO BE OBTAINED, MADE OR GIVEN BY THE COMPANY
IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE
CONSUMMATION BY THE COMPANY OF THE MERGER OR OTHER TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY EXCEPT (I) (A) THE FILING OF THE CERTIFICATE OF MERGER AS
PROVIDED IN SECTION 1.3 HEREOF, (B) IN CONNECTION WITH THE APPLICABLE
REQUIREMENTS OF THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED (THE "HSR ACT"), (C) THE FILING OF THE PROXY STATEMENT/PROSPECTUS (AS
DEFINED IN SECTION 3.26 HEREOF) AND SUCH REPORTS UNDER SECTIONS 13(A), 13(D),
15(D) OR 16(A) WITH THE SEC IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE
"EXCHANGE ACT") AND THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES ACT"), AS MAY BE REQUIRED IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, OR
(D) SUCH CONSENTS, APPROVALS, ORDERS, AUTHORIZATIONS, REGISTRATIONS,
DECLARATIONS AND FILINGS AS MAY BE REQUIRED UNDER APPLICABLE STATE SECURITIES
LAWS AND THE LAWS OF ANY COUNTRY OTHER THAN THE UNITED STATES, OR IN ANY CASE
(II) WHERE THE FAILURE TO OBTAIN ANY SUCH CONSENTS, APPROVALS, AUTHORIZATIONS OR
PERMITS, OR TO MAKE SUCH FILINGS OR NOTIFICATIONS, WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A COMPANY MATERIAL ADVERSE EFFECT.
3.6.
SEC Filings; Financial Statements.
(A)
THE COMPANY HAS FILED ALL FORMS, REPORTS,
SCHEDULES, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT SINCE
JANUARY 1, 2002 TO THE DATE HEREOF (COLLECTIVELY, AS SUPPLEMENTED AND AMENDED
SINCE THE TIME OF FILING, THE "COMPANY SEC REPORTS") WITH THE SEC.
THE COMPANY
SEC REPORTS (I) WERE PREPARED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT, AS THE CASE MAY BE AND
(II) DID NOT AT THE TIME THEY WERE FILED CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY