IN A RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE
EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
TO THE
KNOWLEDGE OF THE COMPANY, EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 3.1(F),
NO PERSON OR GROUP OF RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED PURSUANT
TO RULE 13D-3 UNDER THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY AGREEMENT
7
WITH OR BY OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP OF IN
EXCESS OF 5% OF THE OUTSTANDING ORDINARY SHARES, IGNORING FOR SUCH PURPOSES ANY
LIMITATION ON THE NUMBER OF ORDINARY SHARES THAT MAY BE OWNED AT ANY SINGLE
TIME.
(G)
SEC REPORTS; FINANCIAL STATEMENTS.
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, FOR THE TWO YEARS PRECEDING THE DATE
HEREOF (OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY LAW TO FILE SUCH
MATERIAL) (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 SCHEDULES TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS") ON A TIMELY BASIS
OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH
SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
THE COMPANY HAS
DELIVERED TO EACH PURCHASER TRUE, CORRECT AND COMPLETE COPIES OF ALL SEC REPORTS
FILED WITHIN THE 10 DAYS PRECEDING THE DATE HEREOF.
AS OF THEIR RESPECTIVE
DATES, 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.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE
COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING
THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH
FINANCIAL STATEMENTS OR THE NOTES THERETO, AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES
AS OF AND FOR THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS FOR
THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL,
IMMATERIAL, YEAR-END AUDIT ADJUSTMENTS.
ALL MATERIAL AGREEMENTS TO WHICH THE
COMPANY OR ANY SUBSIDIARY IS A PARTY OR TO WHICH THE PROPERTY OR ASSETS OF THE
COMPANY OR ANY SUBSIDIARY ARE SUBJECT ARE INCLUDED AS