STOCK FOR RESALE BY THE PURCHASERS UNDER FORM
S-3 PROMULGATED UNDER THE SECURITIES ACT.
(V)
LISTING AND MAINTENANCE REQUIREMENTS.
THE
COMPANY HAS NOT, IN THE TWO YEARS PRECEDING THE DATE HEREOF, RECEIVED NOTICE
(WRITTEN OR ORAL) FROM ANY TRADING MARKET ON WHICH THE COMMON STOCK IS OR HAS
BEEN LISTED OR QUOTED TO THE EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH
THE LISTING OR MAINTENANCE REQUIREMENTS OF SUCH TRADING MARKET. THE COMPANY IS,
AND 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.
(W)
REGISTRATION RIGHTS.
EXCEPT AS SET FORTH IN
SCHEDULE 3.1(W), THE COMPANY HAS NOT GRANTED OR AGREED TO GRANT TO ANY PERSON
ANY RIGHTS (INCLUDING "PIGGY-BACK" REGISTRATION RIGHTS) TO HAVE ANY SECURITIES
OF THE COMPANY REGISTERED WITH THE COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY THAT HAVE NOT BEEN SATISFIED.
(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
16
WITHOUT LIMITATION THE COMPANY'S ISSUANCE OF THE SECURITIES AND THE PURCHASERS'
OWNERSHIP OF THE SECURITIES.
(Y)
INDEBTEDNESS.
EXCEPT AS SET FORTH IN
SCHEDULE 3.1(Y), THERE IS NO OTHER DEBT THAT WOULD BE REQUIRED TO BE DISCLOSED
IN ACCORDANCE WITH GAAP AS OF SEPTEMBER 30, 2003 ON THE COMPANY'S BALANCE SHEET
INCLUDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2003 FILED WITH THE COMMISSION ON NOVEMBER 12, 2003.
AS OF THE
DATE HEREOF, THE COMPANY DOES NOT HAVE ANY DEBT OTHER THAN PERMITTED DEBT.
(Z)
DISCLOSURE.
THE COMPANY CONFIRMS THAT
NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE
PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR
MIGHT CONSTITUTE MATERIAL, NONPUBLIC INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT EACH OF THE PURCHASERS WILL RELY ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL DISCLOSURE PROVIDED
TO THE PURCHASERS REGARDING THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR
ON BEHALF OF THE COMPANY ARE TRUE AND CORRECT AND DO 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.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR
INFORMATION EXISTS WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS
OR THEIR BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER