THE AGGREGATE, IN EXCESS OF
$250,000;
(B)
(X) ACQUIRED ANY OTHER PERSON (OR ANY
SIGNIFICANT BUSINESS, PORTION OR DIVISION THEREOF), WHETHER BY MERGER,
CONSOLIDATION OR REORGANIZATION OR BY PURCHASE OF SUCH PERSON'S ASSETS OR
CAPITAL STOCK OR OTHERWISE AND/OR (Y) TERMINATED AND/OR MADE MATERIAL
MODIFICATIONS TO ANY MATERIAL PROVISIONS OF ANY AGREEMENTS EVIDENCING OR
RELATING TO THE TRANSACTIONS DESCRIBED IN THE PRECEDING CLAUSE (X);
(C)
INCURRED ANY MATERIAL LOSS EXCEPT FOR LOSSES
ADEQUATELY PROVIDED FOR ON THE COMPANY'S MOST RECENT BALANCE SHEET INCLUDED IN
THE SEC DOCUMENTS AND EXPENSES ASSOCIATED WITH THIS TRANSACTION;
(D)
IN THE CASE OF THE COMPANY, DECLARED OR PAID
ANY DIVIDENDS;
(E)
SOLD ANY MATERIAL ASSETS OUTSIDE THE
ORDINARY COURSE OF BUSINESS;
(F)
EXPERIENCED ANY MATERIAL CHANGE IN ASSET
CONCENTRATIONS AS TO CUSTOMERS OR INDUSTRIES OR IN THE NATURE AND SOURCE OF ITS
LIABILITIES OR IN THE MIX OF INTEREST-BEARING VERSUS NONINTEREST-BEARING
DEPOSITS SUCH THAT ANY SUCH MATERIAL CHANGE WOULD HAVE, OR CAN REASONABLY BE
ANTICIPATED TO HAVE, A MATERIAL ADVERSE EFFECT; OR
(G)
COMMITTED TO ANY OF THE FOREGOING.
(III)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS TAKEN ANY STEPS TO SEEK PROTECTION PURSUANT TO ANY BANKRUPTCY
LAW NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OR REASON TO BELIEVE THAT ITS
CREDITORS INTEND TO INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY ACTUAL
KNOWLEDGE OF ANY FACT THAT WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE
COMPANY AND ITS SUBSIDIARIES, INDIVIDUALLY AND ON A CONSOLIDATED BASIS, ARE NOT
AS OF THE DATE HEREOF, AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY TO OCCUR AT THE CLOSING WILL NOT, BE INSOLVENT.
(m)
No Undisclosed Liabilities.
Neither the
Company nor any of its Subsidiaries has any liabilities or obligations of any
nature (absolute, accrued, contingent or otherwise) which are not properly
reflected or reserved against in the Company's financial statements included in
the SEC Documents to the extent required to be so reflected or reserved against
in accordance with generally accepted accounting principles in the United
States, except for (i) liabilities that are listed or disclosed in Schedule
3(m) included in the Disclosure Letter, and (ii) liabilities that have not had,
and would not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.
10
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
(I)
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF ITS CERTIFICATE OF INCORPORATION,
ANY CERTIFICATE OF DESIGNATION, PREFERENCES OR RIGHTS OF ANY OUTSTANDING SERIES
OF ITS PREFERRED STOCK OR ITS BYLAWS.
(II)
THE COMPANY IS NOT IN VIOLATION IN ANY
MATERIAL RESPECT OF ANY OF THE RULES, REGULATIONS OR REQUIREMENTS OF THE
PRINCIPAL MARKET AND HAS NO KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES EXISTING AS
OF THE DATE HEREOF THAT WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE
COMMON STOCK BY THE PRINCIPAL MARKET IN THE FORESEEABLE FUTURE.
SINCE
SEPTEMBER 30, 2009, (A) THE COMMON STOCK HAS BEEN LISTED ON THE PRINCIPAL
MARKET, (B) TRADING IN THE COMMON STOCK HAS