(A) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE COMPANY AND THE
CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING
THE ISSUANCE OF THE SHARES) WILL NOT (I) CONFLICT WITH OR RESULT IN A VIOLATION
OF ANY PROVISION OF ITS CERTIFICATE OF INCORPORATION OR BYLAWS OR REQUIRE THE
APPROVAL OF THE COMPANY'S STOCKHOLDERS, (II) VIOLATE OR CONFLICT WITH, OR RESULT
IN A BREACH OF ANY PROVISION OF, OR CONSTITUTE A DEFAULT UNDER, ANY AGREEMENT,
INDENTURE, OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY, OR (III) RESULT IN A
VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING
UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS AND REGULATIONS
OF ANY SELF-REGULATORY ORGANIZATIONS TO WHICH THE COMPANY OR ITS SECURITIES ARE
SUBJECT) APPLICABLE TO THE COMPANY, EXCEPT IN THE CASE OF CLAUSES (II) AND (III)
ONLY, FOR SUCH CONFLICTS, BREACHES, DEFAULTS, AND VIOLATIONS AS WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE COMPANY IS NOT REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION
OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR GOVERNMENTAL
AGENCY OR ANY REGULATORY OR SELF REGULATORY AGENCY IN ORDER FOR IT TO EXECUTE,
DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT IN ACCORDANCE
WITH THE TERMS HEREOF, OR TO ISSUE AND SELL THE SHARES IN ACCORDANCE WITH THE
TERMS HEREOF OTHER THAN SUCH AS HAVE BEEN MADE OR OBTAINED, AND EXCEPT FOR THE
REGISTRATION OF THE SHARES UNDER THE SECURITIES ACT PURSUANT TO SECTION 6
HEREOF, ANY FILINGS REQUIRED TO BE MADE UNDER FEDERAL OR STATE SECURITIES LAWS,
AND ANY REQUIRED FILINGS OR NOTIFICATIONS REGARDING THE ISSUANCE OR LISTING OF
ADDITIONAL SHARES WITH NASDAQ.
(C)
EACH OF THE COMPANY AND ITS SUBSIDIARY HAS ALL FRANCHISES,
PERMITS, LICENSES, AND ANY SIMILAR AUTHORITY NECESSARY FOR THE CONDUCT OF ITS
BUSINESS AS NOW BEING CONDUCTED BY IT, EXCEPT FOR SUCH FRANCHISE, PERMIT,
LICENSE OR SIMILAR AUTHORITY, THE LACK OF WHICH WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
EACH OF THE COMPANY AND ITS SUBSIDIARY HAS
NOT RECEIVED ANY WRITTEN NOTICE OF ANY PROCEEDING RELATING TO REVOCATION OR
MODIFICATION OF ANY SUCH FRANCHISE, PERMIT, LICENSE, OR SIMILAR AUTHORITY EXCEPT
WHERE SUCH REVOCATION OR MODIFICATION WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 2.6
SEC DOCUMENTS, FINANCIAL STATEMENTS.
THE COMPANY HAS
TIMELY FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT WITH THE SEC, PURSUANT TO THE REPORTING REQUIREMENTS
OF THE EXCHANGE ACT (ALL OF THE FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL
EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES THERETO AND
DOCUMENTS (OTHER THAN EXHIBITS) INCORPORATED BY REFERENCE THEREIN, BEING
HEREINAFTER REFERRED TO HEREIN AS THE "SEC DOCUMENTS").
AS OF THEIR RESPECTIVE
DATES, THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE EXCHANGE ACT OR THE SECURITIES ACT, AS THE CASE MAY BE, AND
THE RULES AND REGULATIONS OF THE SEC