A MATERIAL ADVERSE EFFECT, AND
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS RECEIVED ANY NOTICE OF
PROCEEDINGS RELATING TO THE REVOCATION OR MODIFICATION OF ANY SUCH CERTIFICATE,
AUTHORIZATION OR PERMIT.
(O)
FOREIGN CORRUPT PRACTICES. NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES NOR ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE
OR OTHER PERSON ACTING ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS,
IN THE COURSE OF ITS ACTIONS FOR, OR ON BEHALF OF, THE COMPANY OR ANY OF ITS
SUBSIDIARIES (I) USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION, GIFT,
ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY;
(II) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS; (III) VIOLATED OR IS IN
VIOLATION OF ANY PROVISION OF THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977, AS
AMENDED; OR (IV) MADE ANY UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT,
KICKBACK OR OTHER UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT
OFFICIAL OR EMPLOYEE.
(P)
SARBANES-OXLEY ACT. THE COMPANY IS IN
COMPLIANCE WITH ANY AND ALL APPLICABLE REQUIREMENTS OF THE SARBANES-OXLEY ACT OF
2002 THAT ARE EFFECTIVE AS OF THE DATE HEREOF, AND ANY AND ALL APPLICABLE
RULES AND REGULATIONS PROMULGATED BY THE SEC THEREUNDER THAT ARE EFFECTIVE AS OF
THE DATE HEREOF.
(Q)
TRANSACTIONS WITH AFFILIATES. EXCEPT AS SET
FORTH IN THE SEC DOCUMENTS FILED AT LEAST TEN (10) DAYS PRIOR TO THE DATE HEREOF
AND OTHER THAN THE GRANT OF STOCK OPTIONS DISCLOSED ON SCHEDULE 3(Q), NONE OF
THE OFFICERS, DIRECTORS OR EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
IS PRESENTLY A PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES (OTHER THAN FOR ORDINARY COURSE SERVICES AS EMPLOYEES, OFFICERS OR
DIRECTORS), INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR
THE FURNISHING OF SERVICES TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL
PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY SUCH
OFFICER, DIRECTOR OR EMPLOYEE OR, TO THE KNOWLEDGE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, ANY CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY IN WHICH ANY
SUCH OFFICER, DIRECTOR, OR EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER,
DIRECTOR, TRUSTEE OR PARTNER.
11
(R)
EQUITY CAPITALIZATION. AS OF THE DATE
HEREOF, THE AUTHORIZED CAPITAL STOCK OF THE COMPANY CONSISTS OF (I) 200,000,000
SHARES OF COMMON STOCK, OF WHICH AS OF THE DATE HEREOF, 43,904,261 INCLUDING
2,500,000 SHARES HELD IN TREASURY ARE ISSUED AND OUTSTANDING AND 11,769,949
SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO SECURITIES (OTHER THAN THE
PREFERRED SHARES AND THE WARRANTS) EXERCISABLE OR EXCHANGEABLE FOR, OR
CONVERTIBLE INTO, SHARES OF COMMON STOCK AND (II) 5,000,000 SHARES OF PREFERRED
STOCK, NONE OF WHICH, AS OF THE DATE HEREOF, ARE ISSUED AND OUTSTANDING. ALL OF
SUCH OUTSTANDING SHARES HAVE BEEN, OR UPON ISSUANCE WILL BE, VALIDLY ISSUED AND
ARE FULLY PAID AND NONASSESSABLE. EXCEPT AS DISCLOSED IN SCHEDULE 3(R): (I) NONE
OF THE COMPANY'S CAPITAL STOCK IS SUBJECT TO PREEMPTIVE RIGHTS OR ANY