TO
REVISE OR AMPLIFY IN ANY MATERIAL RESPECT THE ASSUMPTIONS UNDERLYING SUCH
PROJECTIONS AND OTHER ESTIMATES OR THE CONCLUSIONS DERIVED THEREFROM.
ANY
FINANCIAL PROJECTIONS ARE SUBJECT TO FUTURE EVENTS AND THE COMPANY CANNOT GIVE
ANY ASSURANCE THAT IT WILL MEET ITS FINANCIAL PROJECTIONS.
4.20
INSURANCE.
THE COMPANY HAS GENERAL COMMERCIAL, PRODUCT LIABILITY,
FIRE AND CASUALTY INSURANCE POLICIES WITH COVERAGE CUSTOMARY FOR COMPANIES
SIMILARLY SITUATED TO THE COMPANY.
4.21
SEC REPORTS.
THE COMPANY HAS FILED ALL PROXY STATEMENTS, REPORTS
AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT").
EACH SEC REPORT WAS IN SUBSTANTIAL
COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE OF THE SEC
REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED IN THE
SEC REPORTS, AS OF THEIR RESPECTIVE DATES, CONTAINED ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
4.22
NO MARKET MANIPULATION.
THE COMPANY HAS NOT TAKEN, AND WILL NOT
TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT MIGHT REASONABLY
BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF THE PRICE OF
THE COMMON STOCK OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF ANY OF THE
SECURITIES BEING OFFERED HEREBY OR AFFECT THE PRICE AT WHICH ANY OF THE
SECURITIES BEING OFFERED HEREBY MAY BE ISSUED.
4.23
LISTING.
THE COMPANY'S COMMON STOCK IS LISTED FOR TRADING ON THE
AMERICAN STOCK EXCHANGE AND SATISFIES ALL REQUIREMENTS FOR THE CONTINUATION OF
SUCH LISTING.
THE COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK
WILL BE DELISTED FROM THE AMERICAN STOCK EXCHANGE OR THAT THE COMMON STOCK DOES
NOT MEET ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING.
10
4.24
NO INTEGRATED OFFERING.
EXCEPT FOR THE COMPANY'S SERIES B 5%
CUMULATIVE CONVERTIBLE PREFERRED STOCK ISSUED TO THE PURCHASER ON OR ABOUT
AUGUST 28, 2003,
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 THE OFFERING OF THE SECURITIES PURSUANT TO THIS
AGREEMENT TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF
THE SECURITIES ACT WHICH WOULD PREVENT THE COMPANY FROM SELLING THE SECURITIES
PURSUANT TO RULE 506 UNDER THE SECURITIES ACT, OR ANY APPLICABLE
EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS.
NOR WILL THE COMPANY OR ANY
OF ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT WOULD CAUSE THE
OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER OFFERINGS.
4.25
STOP TRANSFER.
THE SECURITIES ARE RESTRICTED SECURITIES AS OF THE
DATE OF THIS AGREEMENT.
THE COMPANY WILL NOT ISSUE ANY STOP TRANSFER ORDER OR
OTHER ORDER IMPEDING THE SALE AND DELIVERY OF ANY OF THE SECURITIES AT SUCH TIME
AS THE SECURITIES ARE