ASSETS
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXCEPT WITH RESPECT TO (II), (III)
AND (IV) ABOVE, FOR SUCH CONFLICTS, BREACHES, DEFAULTS, TERMINATIONS,
AMENDMENTS, ACCELERATIONS, CANCELLATIONS, VIOLATIONS AND IMPOSITIONS AS WOULD
NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(B)
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN VIOLATION OF ITS
CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS AND
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT (AND NO EVENT HAS OCCURRED
WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH COULD PUT THE COMPANY IN DEFAULT)
UNDER ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH THE COMPANY OR SUBSIDIARY
IS A PARTY OR BY WHICH ANY PROPERTY OR ASSETS OF THE COMPANY OR ITS SUBSIDIARIES
ARE BOUND OR AFFECTED, EXCEPT FOR DEFAULTS AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
5
(C)
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS CONDUCTING ITS BUSINESS
IN VIOLATION OF ANY LAW, ORDINANCE OR REGULATION OF ANY GOVERNMENTAL ENTITY, THE
FAILURE TO COMPLY WITH WHICH WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT.
(D)
EXCEPT AS SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT AND AS
REQUIRED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
ANY LISTING AGREEMENT WITH ANY SECURITIES EXCHANGE OR AUTOMATED QUOTATION
SYSTEM, NEITHER THE COMPANY NOR ANY SUBSIDIARY IS REQUIRED TO OBTAIN ANY
CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY
COURT OR GOVERNMENTAL AGENCY OR ANY REGULATORY OR SELF REGULATORY AGENCY IN
ORDER FOR THE COMPANY TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT OR THE WARRANTS, IN EACH
CASE IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF, OR TO ISSUE AND SELL THE
SECURITIES IN ACCORDANCE WITH THE TERMS HEREOF.
ALL CONSENTS, AUTHORIZATIONS,
ORDERS, FILINGS AND REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN
PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO
THE DATE HEREOF OR ARE NOT REQUIRED TO BE MADE OR OBTAINED UNTIL AFTER THE DATE
HEREOF.
3.6
SEC FILINGS, OTHER FILINGS AND REGULATORY COMPLIANCE.
SINCE
JANUARY 1, 2002, THE COMPANY HAS TIMELY MADE ALL FILINGS REQUIRED TO BE MADE BY
IT UNDER THE EXCHANGE ACT.
THE COMPANY HAS DELIVERED OR MADE ACCESSIBLE TO THE
INVESTORS TRUE, ACCURATE AND COMPLETE COPIES OF (A) COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2004, (B) THE COMPANY'S QUARTERLY
REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2004, (C) THE
COMPANY'S DEFINITIVE PROXY STATEMENT DATED JUNE 17, 2004 RELATING TO ITS SPECIAL
MEETING OF STOCKHOLDERS, AND (D) ALL THE COMPANY'S CURRENT REPORTS ON FORM 8-K
FILED SINCE JULY 1, 2004 (THE "SEC REPORTS").
THE SEC REPORTS, WHEN FILED,
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF THE
EXCHANGE ACT AND THE SARBANES-OXLEY ACT OF 2002, IF AND TO THE EXTENT
APPLICABLE, AND THE RULES AND REGULATIONS OF THE SEC THEREUNDER APPLICABLE TO
THE SEC REPORTS.
NONE