AND SUCH CERTIFICATE OF
INCORPORATION AND BYLAWS HAVE NOT BEEN AMENDED SINCE OCTOBER 18, 1996.
2.7
CAPITALIZATION. THE AUTHORIZED CAPITAL STOCK OF THE COMPANY
CONSISTS OF 250,000,000 SHARES OF COMMON STOCK, NO PAR VALUE, 47,352,217 SHARES
OF WHICH HAVE BEEN VALIDLY ISSUED AND ARE OUTSTANDING AS OF DECEMBER 15, 2006
AND ARE OWNED BENEFICIALLY AND LEGALLY OF RECORD BY THE PERSONS INDICATED ON
SCHEDULE 2.7 (AND SUCH ISSUED SHARES ARE FULLY PAID
3
AND NON-ASSESSABLE), AND 25,000,000 SHARES OF PREFERRED STOCK, NO PAR VALUE,
NONE OF WHICH ARE ISSUED OR OUTSTANDING AS OF DECEMBER 15, 2006.
EXCEPT AS SET
FORTH ON SCHEDULE 2.7, THE COMPANY OWNS 100% OF THE CAPITAL STOCK OF EACH OF THE
SUBSIDIARIES. EXCEPT AS SET FORTH ON SCHEDULE 2.7, 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 PRE-EMPTIVE 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. SCHEDULE 2.7 CONTAINS A
CAPITALIZATION TABLE SHOWING THE NUMBER OF SHARES OF COMMON STOCK AND STOCK
EQUIVALENTS OWNED BY EACH CATEGORY OF HOLDERS OF COMMON STOCK AND/OR STOCK
EQUIVALENTS OF THE COMPANY BOTH BEFORE AND AFTER THE SUBSCRIPTION BY IFC FOR THE
SHARES.
2.8
FINANCIAL STATEMENTS.
ALL OF THE CONSOLIDATED FINANCIAL
STATEMENTS INCLUDED IN THE NOVEMBER REGISTRATION STATEMENT (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 UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") 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 2.8 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 SEPTEMBER 30, 2006,
(III) LIABILITIES INCURRED AS A RESULT OF THE TRANSACTIONS DESCRIBED ON
SCHEDULE 2.8, OR (IV) LIABILITIES WHICH WERE NOT REQUIRED BY GAAP TO BE
REFLECTED OR RESERVED ON THE COMPANY FINANCIAL STATEMENTS.
SINCE SEPTEMBER 30,
2006, EXCEPT AS SET FORTH ON SCHEDULE 2.8, THERE HAS NOT BEEN ANY EVENT OR
CHANGE WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT AND THE COMPANY HAS NO KNOWLEDGE OF ANY EVENT OR CIRCUMSTANCE THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN