IF ANY, IN ORDER TO RENDER
INAPPLICABLE ANY CONTROL SHARE ACQUISITION, BUSINESS COMBINATION OR OTHER
SIMILAR ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION
(OR SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS
OR COULD BECOME APPLICABLE TO THE PURCHASER AS A RESULT OF THE PURCHASER AND THE
COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION AS A RESULT OF THE COMPANY'S
ISSUANCE OF THE SHARES AND THE PURCHASER'S OWNERSHIP OF THE SHARES.
THE COMPANY
DOES NOT HAVE ANY "POISON PILL" OR SIMILAR ARRANGEMENTS.
(X)
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, TO THE COMPANY'S KNOWLEDGE, ANY OTHER
PERSON ACTING ON ITS BEHALF HAS PROVIDED THE PURCHASER OR ITS AGENTS OR COUNSEL
WITH ANY INFORMATION THAT IT BELIEVES CONSTITUTES OR MIGHT CONSTITUTE MATERIAL,
NON-PUBLIC INFORMATION WHICH IS NOT OTHERWISE DISCLOSED IN THE PROSPECTUS
SUPPLEMENT.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT THE PURCHASER WILL RELY
ON THE FOREGOING REPRESENTATION IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY.
ALL INFORMATION OR DOCUMENT FURNISHED BY OR ON BEHALF OF THE COMPANY
TO THE PURCHASER REGARDING THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING 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
14
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 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 PURCHASER DOES NOT MAKE OR HAS NOT MADE ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 3.2 HEREOF.
(Y)
NO INTEGRATED OFFERING.
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
SHARES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF ANY
APPLICABLE SHAREHOLDER APPROVAL PROVISIONS OF ANY TRADING MARKET ON WHICH ANY OF
THE SECURITIES OF THE COMPANY ARE LISTED OR DESIGNATED OR OTHERWISE.
(Z)
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 SHARES HEREUNDER, (I) THE FAIR
SALEABLE VALUE OF THE COMPANY'S ASSETS EXCEEDS THE AMOUNT