LIABILITIES NOT REQUIRED
TO BE REFLECTED ON THE COMPANY'S FINANCIAL STATEMENTS PURSUANT TO GAAP; (IV) ANY
LIEN OR ADVERSE CLAIM ON ANY OF THE COMPANY'S MATERIAL PROPERTIES OR ASSETS,
EXCEPT FOR LIENS FOR TAXES NOT YET DUE AND PAYABLE, INTERESTS OF LESSORS UNDER
OPERATING CAPITAL LEASES, PURCHASE MONEY LIENS, AMOUNTS DEPOSITED AS SECURITY
FOR SURETY BONDS, LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS OR LIENS
THAT ARE NOT MATERIAL IN AMOUNT TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A
WHOLE; (V) ANY SALE, ASSIGNMENT OR TRANSFER BY THE COMPANY OF ANY OF ITS
MATERIAL ASSETS, TANGIBLE OR INTANGIBLE, EXCEPT IN THE ORDINARY COURSE OF
BUSINESS; (VI) ANY DEFAULT BY THE COMPANY IN THE PAYMENT OF PRINCIPAL OR
INTEREST IN ANY MATERIAL AMOUNT, OR VIOLATION OF ANY MATERIAL COVENANT, WITH
RESPECT TO ANY OUTSTANDING DEBT OBLIGATIONS THAT ARE MATERIAL TO THE COMPANY;
(VII) ANY MATERIAL CHANGES TO THE COMPANY'S CRITICAL ACCOUNTING POLICIES OR
MATERIAL DEVIATIONS FROM HISTORICAL ACCOUNTING AND OTHER PRACTICES IN CONNECTION
WITH THE MAINTENANCE OF THE ISSUER'S BOOKS AND RECORDS; OR (VIII) ANY AGREEMENT
OR COMMITMENT TO DO ANY OF THE FOREGOING.
3.8
LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC REPORTS, THERE IS NO
ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING OR, TO THE COMPANY'S
KNOWLEDGE, CURRENTLY THREATENED AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES
THAT QUESTIONS THE VALIDITY OF THIS AGREEMENT OR THE RIGHT OF THE COMPANY TO
ENTER INTO IT, OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, OR THAT
COULD REASONABLY BE EXPECTED TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE,
IN A MATERIAL ADVERSE EFFECT ON THE COMPANY.
THE FOREGOING INCLUDES, WITHOUT
LIMITATION, ACTIONS PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED INVOLVING
THE PRIOR EMPLOYMENT OF ANY OF THE COMPANY'S EMPLOYEES OR THEIR USE IN
CONNECTION WITH THE COMPANY'S BUSINESS OF ANY INFORMATION OR TECHNIQUES
ALLEGEDLY PROPRIETARY TO ANY OF THEIR FORMER EMPLOYERS.
NEITHER THE COMPANY NOR
ANY OF ITS SUBSIDIARIES IS A PARTY TO OR SUBJECT TO THE PROVISIONS OF ANY ORDER,
WRIT, INJUNCTION, JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY.
EXCEPT AS DISCLOSED IN THE SEC REPORTS, THERE IS NO ACTION, SUIT, PROCEEDING OR
INVESTIGATION BY THE COMPANY OR ANY OF ITS SUBSIDIARIES CURRENTLY PENDING OR
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES CURRENTLY INTENDS TO INITIATE,
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
3.9
RIGHTS OF REGISTRATION, VOTING RIGHTS, AND ANTI-DILUTION.
EXCEPT
AS CONTEMPLATED IN THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND FOR
REGISTRATION RIGHTS FOR WHICH THE COMPANY HAS FILED ONE OR MORE REGISTRATION
STATEMENTS THAT ARE CURRENTLY EFFECTIVE, THE COMPANY HAS NOT GRANTED OR AGREED
TO GRANT ANY REGISTRATION RIGHTS, INCLUDING PIGGYBACK RIGHTS, TO ANY PERSON AND,
TO THE COMPANY'S KNOWLEDGE, NO STOCKHOLDER OF THE COMPANY HAS ENTERED INTO ANY
AGREEMENTS WITH RESPECT TO THE VOTING OF CAPITAL SHARES OF THE COMPANY. THE
ISSUANCE OF THE SHARES DOES NOT CONSTITUTE AN ANTI-DILUTION EVENT FOR ANY
EXISTING SECURITY HOLDERS OF THE COMPANY, PURSUANT TO WHICH SUCH SECURITY
HOLDERS WOULD BE ENTITLED TO