THE SECURITIES ACT AND FROM ALL
APPLICABLE STATE REGISTRATION OR QUALIFICATION REQUIREMENTS, OTHER THAN THOSE
WITH WHICH THE COMPANY HAS COMPLIED OR WILL COMPLY WITH PRIOR TO THE CLOSING.
3.19
ENVIRONMENTAL MATTERS.
EXCEPT FOR ANY MATTERS THAT COULD NOT
REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT, (I) THE COMPANY AND ITS SUBSIDIARIES (A) ARE IN COMPLIANCE WITH
ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS RELATING
TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE ENVIRONMENT OR HAZARDOUS OR
TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS ("ENVIRONMENTAL LAWS"),
(B) HAVE RECEIVED ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED UNDER
APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE BUSINESSES
(C) ARE IN
COMPLIANCE WITH ALL TERMS AND CONDITIONS OF ANY SUCH PERMITS, LICENSES OR
APPROVALS, AND (II) TO THE COMPANY'S KNOWLEDGE, THERE ARE NO FACTS,
CIRCUMSTANCES OR CONDITIONS THAT WOULD REASONABLY BE EXPECTED TO RESULT IN ANY
CLAIM OR LIABILITY AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES UNDER
ENVIRONMENTAL LAW
3.20
LICENSES AND OTHER RIGHTS; COMPLIANCE WITH LAWS.
THE COMPANY HAS
ALL FRANCHISES, PERMITS, LICENSES AND OTHER RIGHTS AND PRIVILEGES FROM
GOVERNMENTAL AUTHORITIES NECESSARY TO CONDUCT ITS BUSINESS AS PRESENTLY
CONDUCTED AND IS IN COMPLIANCE IN ALL MATERIAL RESPECTS THEREUNDER.
THE COMPANY
AND EACH SUBSIDIARY ARE IN COMPLIANCE WITH ALL LAWS AND GOVERNMENTAL RULES AND
REGULATIONS APPLICABLE TO ITS BUSINESS, PROPERTIES AND ASSETS, INCLUDING,
WITHOUT LIMITATION, ALL SUCH RULES, LAWS AND REGULATIONS RELATING TO FAIR
EMPLOYMENT PRACTICES, OCCUPATIONAL SAFETY AND HEALTH AND PUBLIC SAFETY, EXCEPT
FOR ANY NON-COMPLIANCE THAT COULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
3.21
BROKER OR FINDERS.
THE COMPANY HAS NOT INCURRED, NOR WILL INCUR,
DIRECTLY OR INDIRECTLY, AS A RESULT OF ANY ACTION TAKEN BY THE COMPANY, ANY
LIABILITY FOR BROKERAGE OR FINDERS' FEES OR AGENTS' COMMISSIONS OR ANY SIMILAR
CHARGES IN CONNECTION WITH THIS AGREEMENT, THE INVESTOR RIGHTS AGREEMENT, THE
MOU, THE COLLABORATION AND LICENSE AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY.
3.22
MARKET LISTING.
THE COMMON STOCK IS LISTED FOR TRADING ON THE
NASDAQ GLOBAL MARKET AND THE COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH THE RULES,
11
REGULATIONS AND REQUIREMENTS OF THE NASDAQ GLOBAL MARKET RELATING TO THE
CONTINUED LISTING OF THE COMMON STOCK.
3.23
RELATED PARTY TRANSACTIONS.
EXCEPT AS DISCLOSED IN THE COMPANY'S
SEC DOCUMENTS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ENTERED INTO
ANY TRANSACTION THAT WOULD BE SUBJECT TO DISCLOSURE PURSUANT TO ITEM 404 OF
REGULATION S-K OF THE SECURITIES ACT.
3.24
TAKEOVER STATUES; SHAREHOLDERS RIGHTS PLAN.
THE APPROVAL OF THIS
AGREEMENT BY THE COMPANY'S BOARD OF DIRECTORS REFERRED TO IN SECTION 3.4
CONSTITUTES APPROVAL OF THE ACQUISITION OF THE SHARES BY THE INVESTOR FOR
PURPOSES OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW.
ASSUMING THE
ACCURACY OF SECTION 4.7, THE SHAREHOLDER RIGHTS PLAN IS NOT BE TRIGGERED BY THE
OFFER, SALE, ISSUANCE AND PURCHASE OF THE SHARES.
3.25
RELIANCE.
THE COMPANY UNDERSTANDS THAT THE FOREGOING