CONDUCTED, OR ISSUED OR CAUSED TO BE INITIATED, CONDUCTED OR ISSUED,
ANY RECALL, MARKET WITHDRAWAL OR REPLACEMENT, SAFETY ALERT, POST-SALE WARNING,
"DEAR DOCTOR" LETTER, OR OTHER NOTICE OR ACTION RELATING TO THE ALLEGED LACK OF
SAFETY OR EFFICACY OF ANY PRODUCT OR ANY ALLEGED PRODUCT DEFECT OR VIOLATION
AND, TO THE COMPANY'S KNOWLEDGE, NO THIRD PARTY HAS INITIATED, CONDUCTED OR
INTENDS TO INITIATE ANY SUCH NOTICE OR ACTION.
HH.
INELIGIBLE ISSUER.
AT THE TIME OF FILING THE REGISTRATION
STATEMENT AND ANY POST-EFFECTIVE AMENDMENT THERETO, AT THE TIME OF EFFECTIVENESS
OF THE REGISTRATION STATEMENT AND ANY AMENDMENT THERETO, AT THE EARLIEST TIME
THEREAFTER THAT THE COMPANY OR ANOTHER OFFERING PARTICIPANT MADE A BONA FIDE
OFFER (WITHIN THE MEANING OF RULE 164(H)(2) OF THE SECURITIES ACT REGULATIONS)
OF THE SECURITIES AND AT THE DATE HEREOF, THE COMPANY WAS NOT AND IS NOT AN
"INELIGIBLE ISSUER," AS DEFINED IN RULE 405 OF THE SECURITIES ACT RULES, WITHOUT
TAKING ACCOUNT OF ANY DETERMINATION BY THE COMMISSION PURSUANT TO RULE 405 OF
THE SECURITIES ACT RULES THAT IT IS NOT NECESSARY THAT THE COMPANY BE CONSIDERED
AN INELIGIBLE ISSUER.
II.
INDUSTRY DATA.
THE STATISTICAL AND MARKET-RELATED DATA
INCLUDED IN EACH OF THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS ARE BASED ON OR DERIVED FROM SOURCES THAT THE COMPANY REASONABLY AND
IN GOOD FAITH BELIEVES ARE RELIABLE AND ACCURATE OR REPRESENT THE COMPANY'S GOOD
FAITH ESTIMATES THAT ARE MADE ON THE BASIS OF DATA DERIVED FROM SUCH SOURCES.
14
JJ.
FORWARD-LOOKING STATEMENTS. NO FORWARD-LOOKING STATEMENT
(WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE
EXCHANGE ACT) CONTAINED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE OR
THE PROSPECTUS HAS BEEN MADE OR REAFFIRMED WITHOUT A REASONABLE BASIS OR HAS
BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
KK.
MARGIN SECURITIES. THE COMPANY OWNS NO "MARGIN SECURITIES" AS
THAT TERM IS DEFINED IN REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM (THE "FEDERAL RESERVE BOARD"), AND NONE OF THE PROCEEDS OF
OFFERING WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF PURCHASING OR
CARRYING ANY MARGIN SECURITY, FOR THE PURPOSE OF REDUCING OR RETIRING ANY
INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE OR CARRY ANY MARGIN
SECURITY OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ANY OF THE SHARES OF COMMON
STOCK TO BE CONSIDERED A "PURPOSE CREDIT" WITHIN THE MEANINGS OF REGULATION T, U
OR X OF THE FEDERAL RESERVE BOARD.
LL.
INTEGRATION. 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 THE OFFERING TO BE INTEGRATED WITH PRIOR
OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES ACT THAT WOULD REQUIRE
THE REGISTRATION OF ANY SUCH SECURITIES UNDER THE SECURITIES ACT.
MM.
CONFIDENTIALITY AND NON-COMPETITION. TO THE COMPANY'S KNOWLEDGE,
NO DIRECTOR, OFFICER, KEY EMPLOYEE OR CONSULTANT OF THE COMPANY IS