NOT BE VALID AND ENFORCEABLE IN
ACCORDANCE WITH APPLICABLE REGULATIONS.
(16)
THE CONDUCT OF THE BUSINESS OF THE COMPANY AND
EACH OF ITS SUBSIDIARIES IS IN COMPLIANCE IN ALL RESPECTS WITH APPLICABLE LAWS,
RULES AND REGULATIONS OF GOVERNMENTAL AND REGULATORY BODIES, EXCEPT WHERE THE
FAILURE TO BE IN COMPLIANCE WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A
MATERIAL ADVERSE EFFECT.
(17)
THE COMPANY IS NOT, AND DOES NOT INTEND TO
CONDUCT ITS BUSINESS IN A MANNER IN WHICH IT WOULD BECOME, AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(18)
ALL OFFERS AND SALES OF THE COMPANY'S CAPITAL
STOCK PRIOR TO THE DATE HEREOF WERE AT ALL RELEVANT TIMES REGISTERED PURSUANT TO
THE SECURITIES ACT OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND WERE DULY REGISTERED WITH OR THE SUBJECT OF AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE APPLICABLE STATE SECURITIES
OR BLUE SKY LAWS, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT INDIVIDUALLY OR IN
THE AGGREGATE REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(19)
THE COMPANY HAS FILED WITH THE NASDAQ GLOBAL
MARKET A NOTIFICATION OF LISTING OF ADDITIONAL SHARES WITH RESPECT TO THE
INVESTOR SHARES REQUIRED BY THE RULES OF THE NASDAQ GLOBAL MARKET AND HAS NOT
RECEIVED A NOTICE FROM THE NASDAQ GLOBAL MARKET THAT SUCH NOTIFICATION IS
INSUFFICIENT.
THE OFFER AND SALE OF THE OFFERED SHARES DOES NOT REQUIRE
STOCKHOLDER APPROVAL UNDER RULE 4350 OF THE NASDAQ STOCK MARKET RULES.
(20)
NEITHER THE COMPANY NOR ITS SUBSIDIARIES NOR, TO
THE BEST OF THE COMPANY'S KNOWLEDGE, ANY EMPLOYEE OR AGENT OF THE COMPANY OR ITS
SUBSIDIARIES, HAS MADE ANY CONTRIBUTION OR OTHER PAYMENT TO ANY OFFICIAL OF, OR
CANDIDATE FOR, ANY FEDERAL, STATE OR FOREIGN OFFICE IN VIOLATION OF ANY LAW OR
OF THE CHARACTER REQUIRED TO BE DISCLOSED IN THE PROSPECTUS.
(21)
THERE IS NO BROKER, FINDER OR OTHER PARTY THAT
IS ENTITLED TO RECEIVE FROM THE COMPANY ANY BROKERAGE OR FINDER'S FEE OR OTHER
FEE OR COMMISSION AS A RESULT OF ANY TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, EXCEPT AS DISCLOSED ON SCHEDULE III.
7
(22)
THERE ARE NO OUTSTANDING LOANS, ADVANCES (EXCEPT
NORMAL ADVANCES FOR BUSINESS EXPENSES IN THE ORDINARY COURSE OF BUSINESS) OR
GUARANTEES OR INDEBTEDNESS BY THE COMPANY TO, OR FOR THE BENEFIT OF, ANY OF THE
OFFICERS OR DIRECTORS OF THE COMPANY.
(23)
TO THE EXTENT THAT THE COMPANY OR ANY OTHER
PERSON ACTING ON ITS BEHALF HAS PROVIDED THE INVESTOR OR ITS AGENTS OR COUNSEL
WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL, NON-PUBLIC
INFORMATION, ANY SUCH MATERIAL, NON-PUBLIC INFORMATION WILL BE DISCLOSED TO THE
PUBLIC BY THE COMPANY NO LESS THAN 48 HOURS PRIOR TO THE CLOSING.
5.
CONDITIONS.
THE OBLIGATION OF EACH
INVESTOR TO PURCHASE AND ACQUIRE THE INVESTOR SHARES HEREUNDER SHALL BE SUBJECT
TO THE CONDITION THAT ALL REPRESENTATIONS AND WARRANTIES AND OTHER STATEMENTS OF
THE COMPANY SHALL BE TRUE AND CORRECT AS OF AND ON EACH OF THE