SCHEDULE 2.6 HERETO, THERE DO NOT EXIST
ANY OTHER AUTHORIZED OR OUTSTANDING SECURITIES, OPTIONS, WARRANTS, CALLS,
COMMITMENTS, RIGHTS TO SUBSCRIBE OR OTHER INSTRUMENTS, AGREEMENTS OR RIGHTS OF
ANY CHARACTER, OR ANY PRE-EMPTIVE RIGHTS, CONVERTIBLE INTO OR EXCHANGEABLE FOR,
OR REQUIRING OR
3
RELATING TO THE ISSUANCE, TRANSFER OR SALE OF, ANY SHARES OF CAPITAL STOCK OR
OTHER SECURITIES OF THE COMPANY OR ANY SUBSIDIARY.
2.7
ANNUAL REPORT; FINANCIAL STATEMENTS.
THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004, AND
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2005 (THE "SEC
REPORTS") HAVE BEEN FILED WITH THE SEC AND THE SEC REPORTS COMPLIED IN ALL
MATERIAL RESPECTS WITH THE RULES OF THE SEC APPLICABLE TO SUCH SEC REPORTS ON
THE DATE FILED WITH THE SEC, AND THE SEC REPORTS DID NOT CONTAIN, ON THE DATE OF
FILING WITH THE SEC, AND DO NOT CONTAIN AS OF THE DATE HEREOF, THE PRIVATE
PLACEMENT MEMORANDUM DOES NOT CONTAIN, AS OF THE DATE HEREOF, AND THE SEC
REPORTS AND THE PRIVATE PLACEMENT MEMORANDUM WILL NOT CONTAIN AS OF THE CLOSING
DATE, ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN
WHICH THEY WERE MADE, NOT MISLEADING.
AS OF THE DATE HEREOF, THE SEC REPORTS
HAVE NOT BEEN AMENDED.
ALL OF THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN
THE SEC REPORTS (THE "COMPANY FINANCIAL STATEMENTS"):
(I) HAVE BEEN PREPARED
FROM AND ON THE BASIS OF, AND ARE IN ACCORDANCE WITH, THE BOOKS AND RECORDS OF
THE COMPANY AND WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A BASIS
CONSISTENT WITH PRIOR ACCOUNTING PERIODS; (II) FAIRLY AND ACCURATELY PRESENT IN
ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION OF THE COMPANY AS OF
THE DATE OF EACH SUCH COMPANY FINANCIAL STATEMENT AND THE RESULTS OF ITS
OPERATIONS FOR THE PERIODS THEREIN SPECIFIED; AND (III) IN THE CASE OF THE
ANNUAL FINANCIAL STATEMENTS, ARE ACCOMPANIED BY THE AUDIT OPINION OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
EXCEPT AS SET FORTH IN SCHEDULE 2.7
OR IN THE COMPANY FINANCIAL STATEMENTS, AS OF THE DATE HEREOF AND AS OF THE
CLOSING DATE, THE COMPANY HAS NO LIABILITIES OTHER THAN (I) LIABILITIES WHICH
ARE REFLECTED OR RESERVED AGAINST IN THE COMPANY FINANCIAL STATEMENTS AND WHICH
REMAIN OUTSTANDING AND UNDISCHARGED AS OF THE DATE HEREOF, (II) LIABILITIES
ARISING IN THE ORDINARY COURSE OF BUSINESS OF THE COMPANY SINCE DECEMBER 31,
2004, (III) LIABILITIES INCURRED AS A RESULT OF THE TRANSACTIONS DESCRIBED ON
SCHEDULE 2.7, OR (IV) LIABILITIES WHICH WERE NOT REQUIRED BY GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO BE REFLECTED OR RESERVED ON THE COMPANY FINANCIAL
STATEMENTS.
SINCE DECEMBER 31, 2004, EXCEPT AS SET FORTH ON SCHEDULE 2.7
HERETO, THERE HAS NOT BEEN ANY EVENT OR CHANGE WHICH HAS HAD OR COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND THE COMPANY HAS NO KNOWLEDGE
OF ANY EVENT OR CIRCUMSTANCE THAT WOULD REASONABLY BE EXPECTED TO RESULT IN