SYSTEM ON WHICH
ANY OF THE SECURITIES OF THE COMPANY ARE LISTED OR DESIGNATED, NOR WILL THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TAKE ANY ACTION OR STEPS THAT
WOULD REQUIRE REGISTRATION OF ANY OF THE COMMON SHARES UNDER THE SECURITIES ACT
OR CAUSE THE OFFERING OF THE COMMON SHARES TO BE INTEGRATED WITH OTHER
OFFERINGS.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF THE
INVESTORS, THE OFFER AND SALE OF THE COMMON SHARES BY THE COMPANY TO THE
INVESTORS PURSUANT TO THIS AGREEMENT WILL BE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
10
3.28
LISTING AND MAINTENANCE REQUIREMENTS. THE COMPANY
IS IN COMPLIANCE WITH THE REQUIREMENTS OF AMEX FOR CONTINUED LISTING OF THE
COMMON STOCK THEREON AND HAS NOT RECEIVED ANY NOTIFICATION THAT, AND HAS NO
KNOWLEDGE THAT, AMEX IS CONTEMPLATING TERMINATING SUCH LISTING NOR, TO THE
COMPANY'S KNOWLEDGE, IS THERE ANY BASIS THEREFOR. THE ISSUANCE AND SALE OF THE
COMMON SHARES UNDER THE TRANSACTION DOCUMENTS DOES NOT CONTRAVENE THE RULES AND
REGULATIONS OF AMEX, AND NO APPROVAL OF THE SHAREHOLDERS OF THE COMPANY
THEREUNDER IS REQUIRED FOR THE COMPANY TO ISSUE AND DELIVER TO THE INVESTORS THE
MAXIMUM NUMBER OF COMMON SHARES CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
THE
COMMON SHARES CONTEMPLATED BY THE TRANSACTION DOCUMENTS HAVE BEEN DULY
AUTHORIZED FOR LISTING ON THE AMEX.
3.29
APPLICATION OF TAKEOVER PROTECTIONS. THERE IS NO
CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY
DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION
UNDER THE COMPANY'S CHARTER DOCUMENTS OR THE LAWS OF ITS STATE OF INCORPORATION
THAT IS OR COULD BECOME APPLICABLE TO THE INVESTORS AS A RESULT OF THE INVESTORS
AND THE COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER
THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
COMPANY'S ISSUANCE OF THE COMMON SHARES AND THE INVESTORS' OWNERSHIP OF THE
COMMON SHARES.
3.30
REPORTING STATUS; ELIGIBILITY TO USE FORM S-3.
THE COMPANY'S COMMON STOCK IS REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE
ACT.
THE COMPANY CURRENTLY MEETS THE "REGISTRANT ELIGIBILITY" REQUIREMENTS SET
FORTH IN THE GENERAL INSTRUCTIONS TO FORM S-3 TO ENABLE THE REGISTRATION OF THE
COMMON SHARES.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor represents and warrants to the Company, severally and solely with
respect to itself and its purchase hereunder and not with respect to any other
Investor, that:
4.1
ORGANIZATION; AUTHORITY.
SUCH INVESTOR IS
AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR
PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE APPLICABLE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS THEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
INVESTOR OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR, IF SUCH INVESTOR IS NOT A CORPORATION,
SUCH PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER APPLICABLE LIKE ACTION, ON
THE PART OF SUCH INVESTOR. EACH OF