CONDUCT THEIR RESPECTIVE BUSINESSES, EXCEPT WHERE THE FAILURE TO POSSESS SUCH
CERTIFICATES, AUTHORIZATIONS OR PERMITS WOULD NOT HAVE, INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT, AND NEITHER THE COMPANY NOR ANY SUCH
SUBSIDIARY HAS RECEIVED ANY NOTICE OF PROCEEDINGS RELATING TO THE REVOCATION OR
MODIFICATION OF ANY SUCH CERTIFICATE, AUTHORIZATION OR PERMIT.
(O)
FOREIGN CORRUPT PRACTICES.
NEITHER THE COMPANY, NOR ANY OF ITS
SUBSIDIARIES, NOR, TO THE KNOWLEDGE OF THE COMPANY, ANY DIRECTOR, OFFICER,
AGENT, EMPLOYEE OR OTHER PERSON ACTING ON BEHALF OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES HAS, IN THE COURSE OF ITS ACTIONS FOR, OR ON BEHALF OF, THE COMPANY
(I) USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION, GIFT, ENTERTAINMENT
OR OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY; (II) MADE ANY DIRECT
OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR
EMPLOYEE FROM CORPORATE FUNDS; (III) VIOLATED OR IS IN VIOLATION OF ANY
PROVISION OF THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED; OR (IV)
MADE ANY UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER
UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE.
(P)
TRANSACTIONS WITH AFFILIATES.
EXCEPT AS SET FORTH ON SCHEDULE 3(P) AND IN
THE SEC DOCUMENTS FILED AT LEAST TEN DAYS PRIOR TO THE DATE HEREOF AND OTHER
THAN THE GRANT OF STOCK OPTIONS DISCLOSED ON SCHEDULE 3(Q), NONE OF THE OFFICERS
OR DIRECTORS AND, TO THE KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE
COMPANY IS PRESENTLY A PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES (OTHER THAN FOR ORDINARY COURSE SERVICES AS EMPLOYEES, OFFICERS OR
DIRECTORS), INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR
THE FURNISHING OF SERVICES TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL
PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY SUCH
OFFICER, DIRECTOR OR EMPLOYEE OR, TO THE KNOWLEDGE OF THE COMPANY, ANY
CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY IN WHICH ANY SUCH OFFICER,
DIRECTOR, OR EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR,
TRUSTEE OR PARTNER.
(Q)
EQUITY CAPITALIZATION.
AS OF THE DATE HEREOF, THE AUTHORIZED CAPITAL STOCK
OF THE COMPANY CONSISTS OF (X) 150,000,000 SHARES OF COMPANY COMMON STOCK, OF
WHICH AS OF THE DATE HEREOF, 32,892,674 SHARES ARE ISSUED AND OUTSTANDING,
OPTIONS FOR THE PURCHASE OF 5,112,151 SHARES OUTSTANDING PURSUANT TO THE
COMPANY'S STOCK OPTION PLAN, STOCK PURCHASE PLAN AND NON PLAN OPTIONS, AND
4,185,889 SHARES ARE ISSUABLE PURSUANT TO SECURITIES (OTHER THAN THE
AFOREMENTIONED OPTIONS, THE NOTES AND THE WARRANTS) EXERCISABLE OR EXCHANGEABLE
FOR, OR
11
CONVERTIBLE INTO, SHARES OF COMPANY COMMON STOCK, AND (Y) 2,000,000 SHARES OF
PREFERRED STOCK, OF WHICH AS OF THE DATE HEREOF, NONE ARE ISSUED AND
OUTSTANDING.
ALL OF SUCH OUTSTANDING SHARES HAVE BEEN, OR UPON ISSUANCE WILL
BE, VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
EXCEPT AS DISCLOSED
HEREIN AND IN SCHEDULE 3(Q): (I) NO SHARES OF THE COMPANY'S CAPITAL STOCK ARE
SUBJECT TO PREEMPTIVE RIGHTS OR ANY