NEW YORK STOCK EXCHANGE (WHICHEVER OF THE
FOREGOING IS AT THE TIME THE PRINCIPAL TRADING EXCHANGE OR MARKET FOR THE COMMON
STOCK).
4.23
NO INTEGRATED OFFERING. NEITHER THE COMPANY, NOR ANY OF ITS
SUBSIDIARIES OR AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS
DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY
OFFERS TO BUY ANY SECURITY (OTHER THAN SECURITIES ISSUED TO PURCHASER ON
AUGUST 25, 2005 AND ON FEBRUARY 10, 2006) UNDER CIRCUMSTANCES THAT WOULD CAUSE
THE OFFERING OF THE SECURITIES PURSUANT TO THIS AGREEMENT OR ANY OF THE RELATED
AGREEMENTS TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF
THE SECURITIES ACT WHICH WOULD PREVENT THE COMPANY FROM SELLING THE SECURITIES
PURSUANT TO RULE 506 UNDER THE SECURITIES ACT, OR ANY APPLICABLE
EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE COMPANY OR ANY OF
ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT WOULD CAUSE THE
OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER OFFERINGS.
4.24
STOP TRANSFER. THE SECURITIES ARE RESTRICTED SECURITIES AS OF THE
DATE OF THIS AGREEMENT. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES WILL
ISSUE ANY STOP TRANSFER ORDER OR OTHER ORDER IMPEDING THE SALE AND DELIVERY OF
ANY OF THE SECURITIES AT SUCH TIME AS THE SECURITIES ARE REGISTERED FOR PUBLIC
SALE OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT AS REQUIRED BY STATE
AND FEDERAL SECURITIES LAWS.
4.25
DILUTION. THE COMPANY SPECIFICALLY ACKNOWLEDGES THAT ITS OBLIGATION
TO ISSUE THE SHARES OF COMMON STOCK UPON EXERCISE OF THE WARRANT IS BINDING UPON
THE COMPANY AND ENFORCEABLE REGARDLESS OF THE DILUTION SUCH ISSUANCE MAY HAVE ON
THE OWNERSHIP INTERESTS OF OTHER SHAREHOLDERS OF THE COMPANY.
12
4.26
PATRIOT ACT.
THE COMPANY CERTIFIES THAT, TO THE BEST OF
COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS BEEN
DESIGNATED, NOR IS OR SHALL BE OWNED OR CONTROLLED, BY A "SUSPECTED TERRORIST"
AS DEFINED IN EXECUTIVE ORDER 13224. THE COMPANY HEREBY ACKNOWLEDGES THAT THE
PURCHASER SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING
AND RELATED ACTIVITIES. IN FURTHERANCE OF THOSE EFFORTS, THE COMPANY HEREBY
REPRESENTS, WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH OR PROPERTY THAT
THE COMPANY OR ANY OF ITS SUBSIDIARIES WILL PAY OR WILL CONTRIBUTE TO THE
PURCHASER HAS BEEN OR SHALL BE DERIVED FROM, OR RELATED TO, ANY ACTIVITY THAT IS
DEEMED CRIMINAL UNDER UNITED STATES LAW; AND (II) NO CONTRIBUTION OR PAYMENT BY
THE COMPANY OR ANY OF ITS SUBSIDIARIES TO THE PURCHASER, TO THE EXTENT THAT THEY
ARE WITHIN THE COMPANY'S AND/OR ITS SUBSIDIARIES' CONTROL SHALL CAUSE THE
PURCHASER TO BE IN VIOLATION OF THE UNITED STATES BANK SECRECY ACT, THE UNITED
STATES INTERNATIONAL MONEY LAUNDERING CONTROL ACT OF 1986 OR THE UNITED STATES
INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORIST FINANCING ACT OF
2001. THE COMPANY SHALL PROMPTLY NOTIFY THE PURCHASER IF ANY OF THESE
REPRESENTATIONS, WARRANTIES OR COVENANTS CEASES TO BE TRUE AND ACCURATE
REGARDING THE COMPANY OR ANY OF