SHARES
OF WHICH HAVE BEEN
3
VALIDLY ISSUED AND ARE OUTSTANDING AS OF MARCH 31, 2007, AND 25,000,000 SHARES
OF PREFERRED STOCK, NO PAR VALUE, NONE OF WHICH ARE ISSUED OR OUTSTANDING AS OF
MARCH 31, 2007.
EXCEPT AS SET FORTH ON SCHEDULE 2.6, THE COMPANY OWNS 100% OF
THE CAPITAL STOCK OF EACH OF THE SUBSIDIARIES.
EXCEPT AS SET FORTH ON SCHEDULE
2.6 HERETO, THERE DO NOT EXIST ANY OTHER AUTHORIZED OR OUTSTANDING SECURITIES,
OPTIONS, WARRANTS, CALLS, COMMITMENTS, RIGHTS TO SUBSCRIBE OR OTHER INSTRUMENTS,
AGREEMENTS OR RIGHTS OF ANY CHARACTER, OR ANY PREEMPTIVE RIGHTS, CONVERTIBLE
INTO OR EXCHANGEABLE FOR, OR REQUIRING OR RELATING TO THE ISSUANCE, TRANSFER OR
SALE OF, ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY OR ANY
SUBSIDIARY.
THE COMMON STOCK IS LISTED ON THE AMERICAN STOCK EXCHANGE.
2.7
ANNUAL REPORT; FINANCIAL STATEMENTS.
EXCEPT AS QUALIFIED BY
SCHEDULE 2.7, THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2006 (INCLUDING ALL EXHIBITS AND SCHEDULES THERETO, THE "SEC
REPORT") HAS BEEN FILED WITH THE SEC AND THE SEC REPORT COMPLIED IN ALL MATERIAL
RESPECTS WITH THE RULES OF THE SEC APPLICABLE TO SUCH SEC REPORT ON THE DATE
FILED WITH THE SEC, AND THE SEC REPORT DID NOT CONTAIN, ON THE DATE OF FILING
WITH THE SEC, AND DOES NOT CONTAIN AS OF THE DATE HEREOF, AND THE SEC REPORT
WILL NOT CONTAIN AS OF THE CLOSING DATE, ANY UNTRUE STATEMENT OF A MATERIAL
FACT, OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT
MISLEADING.
AS OF THE DATE HEREOF, EXCEPT AS SET FORTH IN SCHEDULE 2.7, THE
SEC REPORT HAS NOT BEEN AMENDED.
EXCEPT AS QUALIFIED BY SCHEDULE 2.7, ALL OF
THE CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE SEC REPORT (THE "COMPANY
FINANCIAL STATEMENTS"):
(I) HAVE BEEN PREPARED FROM AND ON THE BASIS OF, AND
ARE IN ACCORDANCE WITH, THE BOOKS AND RECORDS OF THE COMPANY AND WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A BASIS CONSISTENT WITH PRIOR
ACCOUNTING PERIODS; (II) FAIRLY AND ACCURATELY PRESENT IN ALL MATERIAL RESPECTS
THE CONSOLIDATED FINANCIAL CONDITION OF THE COMPANY AS OF THE DATE OF EACH SUCH
COMPANY FINANCIAL STATEMENT AND THE RESULTS OF ITS OPERATIONS FOR THE PERIODS
THEREIN SPECIFIED; AND (III) IN THE CASE OF THE ANNUAL FINANCIAL STATEMENTS, ARE
ACCOMPANIED BY THE AUDIT OPINION OF THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
EXCEPT AS SET FORTH IN SCHEDULE 2.7 OR IN THE COMPANY FINANCIAL
STATEMENTS, AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE, THE COMPANY HAS NO
LIABILITIES OTHER THAN (I) LIABILITIES WHICH ARE REFLECTED OR RESERVED AGAINST
IN THE COMPANY FINANCIAL STATEMENTS AND WHICH REMAIN OUTSTANDING AND
UNDISCHARGED AS OF THE DATE HEREOF, (II) LIABILITIES ARISING IN THE ORDINARY
COURSE OF BUSINESS OF THE COMPANY SINCE DECEMBER 31, 2006, OR (III) LIABILITIES
WHICH WERE NOT REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO BE
REFLECTED OR RESERVED ON THE COMPANY FINANCIAL STATEMENTS.