OUTSTANDING OPTIONS, WARRANTS, RIGHTS TO SUBSCRIBE TO, OR SECURITIES
OR RIGHTS CONVERTIBLE INTO, ANY SHARES OF CAPITAL STOCK OF THE COMPANY
3.7
CAPITALIZATION.
THE NUMBER OF SHARES AND
TYPE OF ALL AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL STOCK OF THE COMPANY, AND
ALL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE COMPANY'S VARIOUS
OPTION AND INCENTIVE PLANS AS OF MARCH 5, 2007 IS SET FORTH IN SECTION 3.7 OF
THE DISCLOSURE SCHEDULE.
EXCEPT AS SET FORTH IN SECTION 3.7 OF THE DISCLOSURE
SCHEDULE, THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, RIGHTS TO SUBSCRIBE TO, OR
SECURITIES OR RIGHTS CONVERTIBLE INTO, ANY SHARES OF CAPITAL STOCK OF THE
COMPANY.
NO SECURITIES OF THE COMPANY ARE ENTITLED TO PREEMPTIVE OR SIMILAR
RIGHTS, AND NO PERSON HAS ANY RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT, RIGHT OF
PARTICIPATION, OR ANY SIMILAR RIGHT TO PARTICIPATE IN THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND, EXCEPT AS SET FORTH IN THE SEC
REPORTS, THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIP RIGHTS TO SUBSCRIBE
TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR SECURITIES,
RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR GIVING ANY PERSON
ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF COMMON STOCK, OR CONTRACTS,
COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK, OR
SECURITIES OR RIGHTS CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK.
THE ISSUE AND SALE OF THE COMMON SHARES WILL NOT, IMMEDIATELY OR WITH THE
PASSAGE OF TIME, OBLIGATE THE COMPANY TO ISSUE SHARES OF COMMON STOCK OR OTHER
SECURITIES TO ANY PERSON (OTHER THAN THE INVESTORS) AND WILL NOT RESULT IN A
RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE EXERCISE, CONVERSION,
EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
3.8
SEC REPORTS.
SINCE JANUARY 1, 2004, THE
COMPANY HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT,
INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF (THE FOREGOING MATERIALS
(TOGETHER WITH ANY MATERIALS FILED BY THE COMPANY UNDER THE EXCHANGE ACT,
WHETHER OR NOT REQUIRED) BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SEC
REPORTS" AND, TOGETHER WITH THIS AGREEMENT AND THE DISCLOSURE SCHEDULE, THE
"DISCLOSURE MATERIALS") ON A TIMELY BASIS OR HAS PROPERLY FILED A NOTICE ON FORM
12B-25 WITH RESPECT TO AN EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY
SUCH SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION. AS OF EACH OF
THEIR RESPECTIVE DATES OF FILING, THE SEC REPORTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND
THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER, AND NONE OF
THE SEC REPORTS, WHEN FILED, 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 COMPANY HAS