LIMITED BY (I) APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER LAWS OF GENERAL APPLICATION
RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, AND
(II) THE EFFECT OF RULES OF LAW GOVERNING THE AVAILABILITY OF SPECIFIC
PERFORMANCE AND OTHER EQUITABLE REMEDIES.
3.4
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY DO NOT, AND WILL NOT, (I) CONFLICT WITH OR
VIOLATE ANY PROVISION OF THE COMPANY'S CERTIFICATE OF INCORPORATION, BYLAWS OR
OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS, (II) CONFLICT WITH, OR CONSTITUTE A
MATERIAL DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD
BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION (WITH OR WITHOUT NOTICE, LAPSE OF TIME OR BOTH) OF,
ANY MATERIAL CREDIT FACILITY OR DEBT INSTRUMENT TO WHICH THE COMPANY IS A PARTY,
OR (III) RESULT IN A MATERIAL VIOLATION
5
OF ANY AGREEMENT OR INSTRUMENT, PERMIT, FRANCHISE, LICENSE, JUDGMENT, ORDER,
STATUTE, LAW, ORDINANCE, RULE OR REGULATIONS, APPLICABLE TO THE COMPANY OR ITS
PROPERTIES OR ASSETS.
3.5
VALID ISSUANCE OF THE SHARES.
THE SHARES ARE DULY AUTHORIZED AND, WHEN
ISSUED IN ACCORDANCE WITH THIS AGREEMENT, WILL BE DULY AND VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE, FREE AND CLEAR OF ALL LIENS AND SHALL NOT BE SUBJECT TO
PREEMPTIVE OR SIMILAR RIGHTS OF STOCKHOLDERS.
3.6
SEC REPORTS; FINANCIAL STATEMENTS.
(A)
SINCE JANUARY 1, 2008, THE COMPANY HAS FILED ON A TIMELY BASIS ALL REPORTS
REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO
SECTION 13(A) OR 15(D) THEREOF.
SUCH REPORTS REQUIRED TO BE FILED BY THE
COMPANY UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR
15(D) THEREOF, TOGETHER WITH ANY MATERIALS FILED OR FURNISHED BY THE COMPANY
UNDER THE EXCHANGE ACT, WHETHER OR NOT ANY SUCH REPORTS WERE REQUIRED BEING
COLLECTIVELY REFERRED TO HEREIN AS THE "SEC REPORTS".
AS OF THEIR RESPECTIVE
DATES, THE SEC REPORTS FILED BY THE COMPANY COMPLIED IN ALL MATERIAL RESPECTS
WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND THE
RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER, AND NONE OF THE SEC
REPORTS, WHEN FILED BY THE COMPANY, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL
STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS
OF THE SEC WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING
THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH
FINANCIAL STATEMENTS, THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL
STATEMENTS