ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL
RESPECTS
5
WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE SEC
WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING THE PERIODS
INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL
STATEMENTS, THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS MAY
NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP OR MAY BE CONDENSED OR SUMMARY
STATEMENTS, AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND
FOR THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE
PERIODS THEN ENDED, SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL,
YEAR-END AUDIT ADJUSTMENTS.
ALL MATERIAL AGREEMENTS TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS A PARTY OR TO WHICH THE PROPERTY OR ASSETS OF THE COMPANY OR ANY
SUBSIDIARY ARE SUBJECT ARE INCLUDED AS PART OF OR IDENTIFIED IN THE SEC REPORTS,
TO THE EXTENT SUCH AGREEMENTS ARE REQUIRED TO BE INCLUDED OR IDENTIFIED PURSUANT
TO THE RULES AND REGULATIONS OF THE SEC.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED WITHIN THE
SEC REPORTS, EXCEPT AS DISCLOSED IN THE SEC REPORTS OR IN SCHEDULE 2.7 HERETO,
(I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT, INDIVIDUALLY OR IN
THE AGGREGATE, HAS HAD OR THAT WOULD RESULT IN A MATERIAL ADVERSE EFFECT,
(II) THE COMPANY HAS NOT INCURRED ANY MATERIAL LIABILITIES OTHER THAN (A) TRADE
PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE AND (B) LIABILITIES NOT REQUIRED TO BE REFLECTED
IN THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE
DISCLOSED IN FILINGS MADE WITH THE SEC, (III) THE COMPANY HAS NOT ALTERED ITS
METHOD OF ACCOUNTING OR CHANGED ITS AUDITORS, EXCEPT AS DISCLOSED IN ITS SEC
REPORTS, (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION
OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS, IN THEIR CAPACITIES AS SUCH, OR
PURCHASED, REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF
ITS CAPITAL STOCK (EXCEPT FOR REPURCHASES BY THE COMPANY OF SHARES OF CAPITAL
STOCK HELD BY EMPLOYEES, OFFICERS, DIRECTORS, OR CONSULTANTS PURSUANT TO AN
OPTION OF THE COMPANY TO REPURCHASE SUCH SHARES UPON THE TERMINATION OF
EMPLOYMENT OR SERVICES), (V) THE COMPANY HAS NOT ISSUED OPTIONS, WARRANTS,
CONVERTIBLE SECURITIES OR OTHER TYPES OF SECURITIES OR RIGHTS CONVERTIBLE INTO
COMMON SHARES TO ANY OFFICER, DIRECTOR OR AFFILIATE (AS DEFINED BELOW), EXCEPT
PURSUANT TO EXISTING COMPANY STOCK-BASED PLANS, AND (VI) OTHER THAN IN THE