THE COMPANY,
OR ANY OF ITS AFFILIATES WHICH, IF DETERMINED ADVERSELY TO THE COMPANY, WOULD
HAVE A MATERIAL ADVERSE EFFECT.
(I)
REPORTING COMPANY.
THE COMPANY IS A PUBLICLY-HELD COMPANY
SUBJECT TO REPORTING OBLIGATIONS PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (TOGETHER WITH THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, THE "1934 ACT") AND HAS A CLASS OF COMMON SHARES
REGISTERED PURSUANT TO SECTION 12(G) OF THE 1934 ACT.
THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, AS AMENDED (THE
"FORM 10-K"), ITS QUARTERLY REPORT ON FORM 10-QS FOR THE FISCAL QUARTERS ENDED
MARCH 31, 2006, JUNE 30, 2006 AND SEPTEMBER 30, 2006 (THE "FORMS 10-Q"), ANY
CURRENT REPORT ON FORM 8-K FOR EVENTS OCCURRING SINCE DECEMBER 31, 2005 ("FORM
8-KS") AND THE COMPANY'S MOST RECENT DEFINITIVE PROXY STATEMENT (THE "PROXY
STATEMENT") FILED BY THE COMPANY WITH THE COMMISSION (THE FORM 10-K, THE FORMS
10-Q, THE FORM 8-KS AND THE PROXY STATEMENT ARE COLLECTIVELY REFERRED TO HEREIN
AS THE "REPORTS") ARE PUBLICLY AVAILABLE ON THE COMMISSION'S ELECTRONIC DATA
GATHERING, ANALYSIS AND RETRIEVAL SYSTEM.
PURSUANT TO THE PROVISIONS OF THE
1934 ACT AND THE RULES PROMULGATED THEREUNDER, THE COMPANY HAS TIMELY FILED ALL
REPORTS AND OTHER MATERIALS REQUIRED TO BE FILED THEREUNDER WITH THE COMMISSION
DURING THE PRECEDING TWENTY-FOUR MONTHS.
EACH OF THE REPORTS, AS OF THE
RESPECTIVE DATES THEREOF (OR, IF AMENDED OR SUPERSEDED BY A FILING OR
SUBMISSION, AS THE CASE MAY BE, PRIOR TO THE CLOSING DATE, THEN ON THE DATE OF
SUCH FILING OR SUBMISSION, AS THE CASE MAY BE), (I) DID NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT AS OTHERWISE DISCLOSED IN THE
COMPANY'S CURRENT REPORT ON FORM 8-K DATED DECEMBER 15, 2006 AND (II) COMPLIED
IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE RULES AND
REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER APPLICABLE TO SUCH REPORT,
EXCEPT AS OTHERWISE DISCLOSED IN THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED
DECEMBER 15, 2006; AND NEITHER THE COMPANY NOR ANY OF ITS OFFICERS HAS RECEIVED
NOTICE FROM ANY GOVERNMENTAL ENTITY QUESTIONING OR CHALLENGING THE ACCURACY,
COMPLETENESS, FORM OR MANNER OF FILING OR SUBMISSION OF SUCH REPORT.
(J)
NO MARKET MANIPULATION.
THE COMPANY HAS NOT TAKEN, AND WILL NOT
TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT MIGHT REASONABLY
BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF THE PRICE OF
THE COMMON STOCK TO FACILITATE THE SALE OR RESALE OF THE SECURITIES OR AFFECT
THE PRICE AT WHICH THE SECURITIES MAY BE ISSUED OR RESOLD.
6
(K)
INFORMATION CONCERNING COMPANY.
(I)
THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN
THE REPORTS (I) COMPLY IN ALL MATERIAL RESPECTS WITH THE RULES AND REGULATIONS
OF THE COMMISSION WITH RESPECT THERETO AS WERE IN EFFECT AT THE TIME