A SUBSIDIARY IS SUBJECT
(INCLUDING FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS AND THE REGULATIONS
OF ANY TRADING MARKET), OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR A
SUBSIDIARY IS BOUND OR AFFECTED; EXCEPT IN THE CASE OF EACH OF CLAUSES (II) AND
(III), SUCH AS COULD NOT HAVE OR REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
(E)
FILINGS, CONSENTS AND APPROVALS.
THE COMPANY IS NOT REQUIRED TO
OBTAIN ANY CONSENT, WAIVER, AUTHORIZATION OR ORDER OF, GIVE ANY NOTICE TO, OR
MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR OTHER FEDERAL, STATE, LOCAL
OR OTHER GOVERNMENTAL AUTHORITY OR OTHER PERSON IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THE TRANSACTION DOCUMENTS,
OTHER THAN: (I) THE FILINGS REQUIRED PURSUANT TO SECTION 4.3 OF THIS AGREEMENT,
(II) THE FILING WITH THE COMMISSION OF THE PROSPECTUS SUPPLEMENT,
(III) APPLICATION(S) TO EACH APPLICABLE TRADING MARKET FOR THE LISTING OF THE
SHARES FOR TRADING THEREON IN THE TIME AND MANNER REQUIRED THEREBY AND (IV) SUCH
FILINGS AS ARE REQUIRED TO BE MADE UNDER APPLICABLE STATE SECURITIES LAWS
(COLLECTIVELY, THE "REQUIRED APPROVALS").
(F)
ISSUANCE OF THE SECURITIES; REGISTRATION.
THE SHARES AND
WARRANTS ARE DULY AUTHORIZED AND, WHEN ISSUED AND PAID FOR IN ACCORDANCE WITH
THE APPLICABLE TRANSACTION DOCUMENTS (I) THE SHARES WILL BE DULY AND VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE, FREE AND CLEAR OF ALL LIENS IMPOSED BY THE
COMPANY AND (II) THE WARRANTS WILL BE DULY AND VALIDLY ISSUED, FREE AND CLEAR OF
ALL LIENS IMPOSED BY THE COMPANY .
THE WARRANT SHARES, WHEN ISSUED IN
ACCORDANCE WITH THE TERMS OF THE WARRANTS, WILL BE VALIDLY ISSUED, FULLY PAID
AND NONASSESSABLE, FREE AND CLEAR OF ALL LIENS IMPOSED BY THE COMPANY.
THE
COMPANY HAS RESERVED FROM ITS DULY AUTHORIZED CAPITAL STOCK THE MAXIMUM NUMBER
OF SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THIS AGREEMENT AND THE WARRANTS.
THE COMPANY HAS PREPARED AND FILED THE REGISTRATION STATEMENT IN CONFORMITY WITH
THE REQUIREMENTS OF THE SECURITIES ACT, WHICH BECAME EFFECTIVE ON FEBRUARY 12,
2009 (THE "EFFECTIVE DATE"), INCLUDING THE PROSPECTUS, AND SUCH AMENDMENTS AND
SUPPLEMENTS THERETO AS MAY HAVE BEEN REQUIRED TO THE DATE OF THIS AGREEMENT.
THE REGISTRATION STATEMENT IS EFFECTIVE UNDER THE SECURITIES ACT AND NO STOP
ORDER PREVENTING OR SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
OR SUSPENDING OR PREVENTING THE USE OF THE PROSPECTUS HAS BEEN ISSUED BY THE
COMMISSION AND NO PROCEEDINGS FOR THAT PURPOSE HAVE BEEN INSTITUTED OR, TO THE
KNOWLEDGE OF THE COMPANY, ARE THREATENED BY THE COMMISSION.
THE COMPANY, IF
REQUIRED BY THE RULES AND REGULATIONS OF THE COMMISSION, PROPOSES TO FILE THE
FINAL PROSPECTUS SUPPLEMENT, WITH THE COMMISSION PURSUANT TO RULE 424(B).
AT
THE TIME THE REGISTRATION STATEMENT AND ANY AMENDMENTS THERETO BECAME EFFECTIVE,
AT THE DATE OF THIS AGREEMENT AND AT THE CLOSING DATE, THE REGISTRATION
STATEMENT AND ANY AMENDMENTS THERETO CONFORMED AND WILL CONFORM IN ALL MATERIAL
RESPECTS TO THE REQUIREMENTS OF THE SECURITIES ACT AND DID NOT AND WILL NOT
CONTAIN ANY UNTRUE