CONSENTS THAT ARE NECESSARY TO PERMIT THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT LIMITATION, ANY CONSENT
REQUIRED BY THE TRADING MARKET.
4.6
THE COMPANY.
(A)
EXCEPT AS SET FORTH IN
SCHEDULE 4.6(A) ATTACHED HERETO, THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES (THE "BUSINESS") IS DESCRIBED IN THE COMPANY REPORTS.
(B)
THE COMPANY HAS FILED ALL REPORTS,
REGISTRATION STATEMENTS, PROXY STATEMENTS AND INFORMATION STATEMENTS REQUIRED TO
BE FILED BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, INCLUDING PURSUANT
TO SECTION 13(A) AND 15(D) THEREOF, FOR THE TWO YEARS PRECEDING THE DATE HEREOF
(COLLECTIVELY, AS THEY HAVE BEEN AMENDED SINCE THE TIME OF THEIR FILING AND
INCLUDING ALL EXHIBITS THERETO, THE "COMPANY REPORTS"). AS OF THEIR RESPECTIVE
DATES (AND, IF AMENDED OR SUPERSEDED BY A FILING PRIOR TO THE DATE HEREOF, THEN
ON THE DATE OF SUCH FILING), (X) THE COMPANY REPORTS FILED OVER THE LAST TWO
YEARS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE APPLICABLE
REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
PROMULGATED THEREUNDER, AND (Y) NONE OF SUCH COMPANY REPORTS CONTAINED 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
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE
COMPANY IS IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF THE SARBANES-OXLEY ACT
OF 2002 AND APPLICABLE RULES AND REGULATIONS PROMULGATED BY THE COMMISSION
THEREUNDER IN EFFECT AS OF THE DATE OF THIS AGREEMENT, EXCEPT WHERE SUCH
NONCOMPLIANCE WILL NOT HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE COMPANY REPORTS
CURRENTLY IS THE SUBJECT OF ANY REVIEW OR INVESTIGATION BY THE COMMISSION OR ANY
OTHER GOVERNMENTAL AUTHORITY AND THERE IS NO CURRENTLY UNRESOLVED VIOLATION
ASSERTED IN WRITING BY THE COMMISSION OR ANY GOVERNMENTAL AUTHORITY WITH RESPECT
TO ANY OF THE COMPANY REPORTS.
ALL STATUTORY BOOKS, MINUTES AND REGISTERS IN
RELATION TO THE COMPANY HAVE BEEN PROPERLY RECORDED AND KEPT BY THE COMPANY AND
ALL DOCUMENTS WHICH THE COMPANY IS REQUIRED BY APPLICABLE LAW TO FILE WITH OR
DELIVER TO A PERSON HAVE BEEN CORRECTLY FILED AND/OR DELIVERED, EXCEPT WHERE
FAILURE TO SO RECORD, KEEP, FILE OR DELIVER WILL NOT HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(C)
EXCEPT AS SET FORTH IN
SCHEDULE 4.6(C) ATTACHED HERETO AND THE COMPANY REPORTS:
(I)
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS ENTERED
INTO, AND IS A PARTY TO, AND IS OTHERWISE BOUND OR AFFECTED BY, ANY WRITTEN OR
ORAL CONTRACT, AGREEMENT, UNDERSTANDING, ARRANGEMENT, LEASE, GUARANTY OR OTHER
OBLIGATION OR SERIES OF RELATED OBLIGATIONS OR TRANSACTIONS IN EXCESS OF TWO
HUNDRED AND FIFTY THOUSAND U.S. DOLLARS (US$250,000), OTHER THAN THIS AGREEMENT;
6
(II)
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS A PARTY TO,
OR, DIRECTLY OR INDIRECTLY, BOUND BY, ANY MATERIAL INDENTURE, MORTGAGE, DEED