LOSSES AND RISKS AND IN SUCH AMOUNTS AS
MANAGEMENT OF THE COMPANY BELIEVES TO BE PRUDENT AND CUSTOMARY IN THE BUSINESSES
IN WHICH THE COMPANY IS ENGAGED.
3.17
LABOR AGREEMENTS AND ACTIONS.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS ANY COLLECTIVE BARGAINING AGREEMENTS COVERING ANY OF THEIR
RESPECTIVE EMPLOYEES, NOR IS THE COMPANY OR ANY SUBSIDIARY BOUND BY OR SUBJECT
TO (AND NONE OF THEIR RESPECTIVE ASSETS OR PROPERTIES IS BOUND BY OR SUBJECT TO)
ANY WRITTEN OR ORAL, EXPRESS OR IMPLIED, CONTRACT, COMMITMENT OR ARRANGEMENT
WITH ANY LABOR UNION, AND NO LABOR UNION HAS REQUESTED OR, TO THE COMPANY'S
KNOWLEDGE, HAS SOUGHT TO REPRESENT ANY OF THE EMPLOYEES, REPRESENTATIVES OR
AGENTS OF THE COMPANY OR ANY SUBSIDIARY.
THERE IS NO STRIKE OR OTHER LABOR
DISPUTE INVOLVING THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE
EMPLOYEES PENDING, OR TO THE COMPANY'S KNOWLEDGE THREATENED, NOR IS THE COMPANY
AWARE OF ANY LABOR ORGANIZATION ACTIVITY INVOLVING ITS EMPLOYEES.
EACH OF THE
COMPANY AND ITS SUBSIDIARIES IS, AND SINCE JANUARY 1, 2003, HAS BEEN, IN
COMPLIANCE WITH ALL APPLICABLE LAWS RELATING TO EMPLOYMENT AND EMPLOYMENT
PRACTICES, OCCUPATIONAL SAFETY AND HEALTH STANDARDS, EMPLOYEE CLASSIFICATION,
TERMS AND CONDITIONS OF EMPLOYMENT, WAGES AND HOURS AND IMMIGRATION, AND IS NOT,
AND SINCE JANUARY 1, 2003, HAS NOT, ENGAGED IN ANY UNFAIR LABOR PRACTICE, IN
EACH CASE EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
AS OF THE DATE OF THIS AGREEMENT, NO
KEY EMPLOYEE HAS FORMALLY ANNOUNCED AN INTENTION TO TERMINATE HIS OR HER
RELATIONSHIP AS AN EMPLOYEE OR DIRECTOR OF THE COMPANY OR ANY SUBSIDIARY AND, TO
THE COMPANY'S
10
KNOWLEDGE, NO KEY EMPLOYEE INTENDS TO TERMINATE HIS OR HER RELATIONSHIP AS AN
EMPLOYEE OR DIRECTOR OF THE COMPANY OR ANY SUBSIDIARY, NOR DOES THE COMPANY HAVE
A PRESENT INTENTION TO TERMINATE THE EMPLOYMENT OF ANY KEY EMPLOYEE.
FOR
PURPOSES OF THIS AGREEMENT, THE TERM "KEY EMPLOYEE" SHALL MEAN RAM SASISEKHARAN
AND GANESH VENKATARAMAN.
3.18
OFFERING.
NONE OF THE COMPANY, ITS SUBSIDIARIES OR THEIR
REPRESENTATIVES HAS ISSUED, SOLD OR OFFERED ANY SECURITY OF THE COMPANY TO ANY
PERSON UNDER CIRCUMSTANCES THAT WOULD CAUSE THE SALE OF THE SHARES, AS
CONTEMPLATED BY THIS AGREEMENT, TO BE SUBJECT TO THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.
NONE OF THE COMPANY, ITS SUBSIDIARIES OR THEIR
REPRESENTATIVES WILL, FROM AND INCLUDING THE DATE OF THIS AGREEMENT THROUGH AND
INCLUDING THE CLOSING DATE, OFFER THE SHARES OR ANY PART THEREOF OR ANY SIMILAR
SECURITIES FOR ISSUANCE OR SALE TO, OR SOLICIT ANY OFFER TO ACQUIRE ANY OF THE
SAME FROM, ANYONE SO AS TO MAKE THE ISSUANCE AND SALE OF THE SHARES SUBJECT TO
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
SUBJECT TO THE ACCURACY OF
THE INVESTOR'S REPRESENTATIONS SET FORTH IN SECTION 4 OF THIS AGREEMENT, THE
OFFER, SALE AND ISSUANCE OF THE SHARES TO BE ISSUED IN CONFORMITY WITH THE TERMS
OF THIS AGREEMENT CONSTITUTE TRANSACTIONS WHICH ARE EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF