to be set forth in the Innofone Balance Sheet under United States
generally accepted accounting principles, and (iii) those incurred in the
ordinary course of business since the Innofone Balance Sheet Date and consistent
with past practice.
3.7
Absence of Certain Changes. Since December 31, 2005 (the "Innofone
Balance Sheet Date"), Innofone has conducted its business in the ordinary course
in a manner consistent with past practice and there has not occurred: (i) any
change, event or condition (whether or not covered by insurance) that has
resulted in, or might reasonably be expected to result in, a Material Adverse
Effect to Innofone; (ii) any declaration, setting aside, or payment of a
dividend or other distribution with respect to the shares of Innofone, or any
direct or indirect redemption, purchase or other acquisition by Innofone of any
of its shares of capital stock; (iii) any material amendment or change to
Innofone's Articles of Incorporation or Bylaws; or (iv) any negotiation or
agreement by Innofone to do any of the things described in the preceding clauses
(i) through (iii) (other than negotiations with MTG and its representatives
regarding the transactions contemplated by this Agreement).
3.8
Litigation. There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, or, to the knowledge of Merger Sub and/or
Innofone or any of their subsidiaries, threatened against Merger Sub and/or
Innofone or any of their subsidiaries or any of their respective properties or
any of their respective officers or directors (in their capacities as such)
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect on Innofone. There is no judgment, decree or order
against Merger Sub and/or Innofone or any of their subsidiaries or, to the
knowledge of Innofone or any of its subsidiaries, any of their respective
directors or officers (in their capacities as such) that could prevent, enjoin,
or materially alter or delay any of the transactions contemplated by this
Agreement, or that could reasonably be expected to have a Material Adverse
Effect on Innofone.
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3.9
Governmental Authorization. Each of Merger Sub and/or Innofone and their
subsidiaries has obtained each federal, state, county, local or foreign
governmental consent, license, permit, grant, or other authorization of a
Governmental Entity that is required for the operation of Innofone's or any of
its subsidiaries' business ("Innofone Authorizations"), and all of such Innofone
Authorizations are in full force and effect, except where the failure to obtain
or have any of such Innofone Authorizations could not reasonably be expected to
have a Material Adverse Effect on Innofone.
3.10
Compliance With Laws. Each of Merger Sub and/or Innofone and their
subsidiaries have complied with, are not in violation of, and have not received
any notices of violation with respect to, any federal, state, local or foreign
statute, law or regulation with respect to the conduct of their businesses, or
the ownership or operation of their business, except