MAINTAINS ALL
CORPORATE, SHAREHOLDER OR OTHER RECORDS AND REGISTERS REQUIRED BY LAW AND SUCH
RECORDS ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AND ARE BEING
MAINTAINED IN COMPLIANCE WITH APPLICABLE LAWS. TRUE AND CORRECT COPIES OF SUCH
RECORDS HAVE BEEN DELIVERED TO THE INVESTORS.
8.4.
PUBLIC LISTING.
BETWEEN AUGUST 2000 AND SEPTEMBER 2004 THE
ORDINARY SHARES OF THE COMPANY WERE REGISTERED FOR TRADING ON THE NASDAQ. ON
SEPTEMBER 20, 2004, THE COMPANY'S ORDINARY SHARES WERE DE-LISTED FROM TRADE ON
NASDAQ.
8.5.
SHARE CAPITAL.
AS OF THE DATE OF THIS AGREEMENT, THE REGISTERED
AND AUTHORIZED SHARE CAPITAL OF THE COMPANY IS NIS 400,000 DIVIDED INTO
40,000,000 ORDINARY SHARES, OF WHICH NO MORE THAN 20,525,682 ORDINARY SHARES ARE
ISSUED AND OUTSTANDING AS OF MARCH 15, 2006. IN ADDITION, AS OF MARCH 15, 2006,
THE COMPANY HAD ISSUED AND OUTSTANDING CONVERTIBLE SECURITIES EXERCISABLE INTO
NO MORE THAN 5,447,596 ORDINARY SHARES. IMMEDIATELY PRIOR TO THE FIRST CLOSING,
THE COMPANY'S REGISTERED AND AUTHORIZED SHARE CAPITAL SHALL BE NIS 5,000,000,
DIVIDED INTO; 300,000,000 ORDINARY SHARES, OF WHICH NO MORE THAN 20,525,682
SHALL BE ISSUED AND OUTSTANDING; 125,000,000 SERIES A PREFERRED SHARES AND
75,000,000 SERIES B PREFERRED SHARES. SINCE MARCH 15, 2006, THERE HAS BEEN NO
CHANGE IN THE COMPANY'S SHARE CAPITAL, EXCEPT FOR ISSUANCES AND GRANTS OF
SECURITIES IN ACCORDANCE WITH SECTION 7.2 ABOVE. OTHER THAN AS LISTED IN
SCHEDULE 8.5, THERE ARE NO OUTSTANDING OR AUTHORIZED SUBSCRIPTIONS, OPTIONS,
WARRANTS, CALLS, RIGHTS, COMMITMENTS, OR ANY OTHER AGREEMENTS OF ANY CHARACTER,
DIRECTLY OR INDIRECTLY OBLIGATING THE COMPANY TO ISSUE ANY SECURITIES.
8.6.
EMPLOYEE PLANS.
EXCEPT AS SET FORTH IN SCHEDULE 8.6, THE COMPANY
HAS NOT ADOPTED ANY PLAN FOR THE BENEFIT OF ITS OFFICERS, EMPLOYEES, DIRECTORS,
CONSULTANTS AND/OR SERVICE PROVIDERS, WHICH REQUIRE OR PERMIT THE ISSUANCE,
SALE, PURCHASE OR GRANT OF ANY SECURITIES.
8.7.
SUBSIDIARIES.
SCHEDULE 8.7 LISTS ALL OF THE SUBSIDIARIES OF THE
COMPANY, SPECIFYING WITH RESPECT TO EACH SUCH SUBSIDIARY, THE PERCENTAGE OF
OWNERSHIP OF THE COMPANY IN SUCH SUBSIDIARY. EACH SUBSIDIARY OF THE COMPANY IS A
CORPORATION DULY INCORPORATED (OR ORGANIZED) AND VALIDLY EXISTING
6
UNDER THE LAWS OF THE JURISDICTION UNDER WHICH IT WAS INCORPORATED AND HAS THE
LEGAL CAPACITY AND AUTHORITY TO CONDUCT BUSINESS IN EACH JURISDICTION IN WHICH
ITS BUSINESS IS CONDUCTED OR ITS PROPERTIES ARE LOCATED, EXCEPT WHERE THE
FAILURE TO BE SO WOULD NOT REASONABLY BE EXPECTED TO CONSTITUTE A MATERIAL
ADVERSE EFFECT.
8.8.
SHAREHOLDERS AGREEMENTS.
OTHER THAN AS SET FORTH IN SCHEDULE 8.8
HERETO AND THE REGISTRATION RIGHTS AGREEMENT CONTEMPLATED BY THIS AGREEMENT TO
BE EXECUTED AS AT THE FIRST CLOSING, THERE ARE NO SHAREHOLDERS, VOTING,
REGISTRATION RIGHTS AGREEMENTS OR ANY OTHER AGREEMENTS OR UNDERTAKINGS RELATING
TO THE SHARE CAPITAL OF THE COMPANY.
8.9.
DIVIDENDS AND REDEMPTION.
OTHER THAN AS SET FORTH IN SCHEDULE 8.9
HERETO, THE COMPANY HAS NOT DECLARED OR PAID ANY DIVIDENDS, NOR HAS THE COMPANY
DISTRIBUTED ANY OF ITS ASSETS, EXCEPT FOR THE GRANT OF LICENSES TO THE COMPANY'S
PRODUCTS AND SALES IN THE ORDINARY COURSE OF BUSINESS. OTHER THAN AS SET