OWNERSHIP OF THE
PURCHASED SECURITIES.
15
SECTION 4.25
DISCLOSURE.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS AND
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, THE
COMPANY CONFIRMS THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS
PROVIDED THE INVESTOR OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT IT
BELIEVES CONSTITUTES OR MIGHT CONSTITUTE MATERIAL, NON-PUBLIC INFORMATION.
THE
COMPANY UNDERSTANDS AND CONFIRMS THAT THE INVESTOR WILL RELY ON THE FOREGOING
REPRESENTATION IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL
DISCLOSURE FURNISHED BY OR ON BEHALF OF THE COMPANY TO THE INVESTOR REGARDING
THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING
THE SEC REPORTS AND THE DISCLOSURE SCHEDULES TO THIS AGREEMENT, IS TRUE AND
CORRECT AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. THE
PRESS RELEASES AND THE SEC REPORTS FILED OR DISSEMINATED BY THE COMPANY DURING
THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT TAKEN AS A WHOLE DO NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT 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 AND WHEN MADE,
NOT MISLEADING.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE INVESTOR IS NOT
MAKING AND HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN
ARTICLE 5 BELOW.
SECTION 4.26
NO INTEGRATED OFFERING.
ASSUMING THE ACCURACY OF THE INVESTOR'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5, NEITHER THE COMPANY, NOR
ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF HAS,
DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED
ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD CAUSE THIS
OFFERING OF THE PURCHASED SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY
THE COMPANY FOR PURPOSES OF (I) THE SECURITIES ACT WHICH WOULD REQUIRE THE
REGISTRATION OF ANY SUCH SECURITIES UNDER THE SECURITIES ACT, OR (II) ANY
APPLICABLE SHAREHOLDER APPROVAL PROVISIONS OF ANY TRADING MARKET ON WHICH ANY OF
THE SECURITIES OF THE COMPANY ARE LISTED OR DESIGNATED.
SECTION 4.27
SOLVENCY.
BASED ON THE CONSOLIDATED FINANCIAL CONDITION OF THE
COMPANY AS OF THE CLOSING DATE, AFTER GIVING EFFECT TO THE RECEIPT BY THE
COMPANY OF THE PROCEEDS FROM THE SALE OF THE PURCHASED SECURITIES HEREUNDER,
(I) THE FAIR SALEABLE VALUE OF THE COMPANY'S ASSETS EXCEEDS THE AMOUNT THAT WILL
BE REQUIRED TO BE PAID ON OR IN RESPECT OF THE COMPANY'S EXISTING DEBTS AND
OTHER LIABILITIES (INCLUDING KNOWN CONTINGENT LIABILITIES) AS THEY MATURE;
(II) THE COMPANY'S ASSETS DO NOT CONSTITUTE UNREASONABLY SMALL CAPITAL TO CARRY
ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED INCLUDING ITS
CAPITAL NEEDS TAKING INTO ACCOUNT THE PARTICULAR CAPITAL