HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE FORESEEABLE FUTURE CONTINUE TO
BE, IN COMPLIANCE WITH ALL SUCH LISTING AND MAINTENANCE REQUIREMENTS.
(X)
APPLICATION OF TAKEOVER PROTECTIONS.
THE
COMPANY AND ITS BOARD OF DIRECTORS HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN
ORDER TO RENDER INAPPLICABLE ANY CONTROL SHARE ACQUISITION, BUSINESS
COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT)
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 PURCHASERS AS A RESULT
OF THE PURCHASERS 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 SECURITIES AND THE PURCHASERS' OWNERSHIP
OF THE SECURITIES.
(Y)
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 ITS
KNOWLEDGE, ANY OTHER PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE
PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION THAT IT BELIEVES
CONSTITUTES OR MIGHT CONSTITUTE MATERIAL, NON-PUBLIC INFORMATION.
THE COMPANY
UNDERSTANDS AND CONFIRMS THAT THE PURCHASERS WILL RELY ON THE FOREGOING
REPRESENTATION IN EFFECTING
15
TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL DISCLOSURE FURNISHED BY OR ON
BEHALF OF THE COMPANY TO THE PURCHASERS 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 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, IN
CONJUNCTION WITH THE SEC REPORTS, 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, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE AND WHEN MADE, NOT MISLEADING.
THE COMPANY ACKNOWLEDGES
AND AGREES THAT NO PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE
SPECIFICALLY SET FORTH IN SECTION 3.2 HEREOF.
(Z)
NO INTEGRATED OFFERING. ASSUMING THE
ACCURACY OF THE PURCHASERS' REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION
3.2, 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 SECURITIES TO BE INTEGRATED WITH PRIOR
OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES ACT OR ANY APPLICABLE
SHAREHOLDER APPROVAL PROVISIONS OF ANY TRADING MARKET ON WHICH ANY OF THE
SECURITIES OF THE COMPANY ARE LISTED OR