have sustained, since the date of the latest audited financial statements
included in the Pricing Disclosure Package, any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree or (ii) since such date, there shall not have been any change in the
capital stock or long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or affecting the
condition (financial or otherwise), results of operations, stockholders' equity,
properties, management, business or prospects of the Company and its
subsidiaries, taken as a whole, the effect of which, in any such case described
in clause (i) or (ii), is, individually or in the aggregate, in the judgment of
the Representative, so material and adverse as to make it impracticable or
inadvisable to proceed with the offering or the delivery of the Securities being
delivered on the Closing Date on the terms and in the manner contemplated in the
Offering Memorandum.
(i)
The Company shall have furnished or
caused to be furnished to the Initial Purchasers on the Closing Date
certificates of an executive officer of the Company stating that:
(I)
THE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY IN SECTION 2 ARE TRUE AND CORRECT ON AND AS OF THE
CLOSING DATE, AND THE COMPANY HAS COMPLIED WITH ALL THE AGREEMENTS CONTAINED
HEREIN AND SATISFIED ALL THE CONDITIONS ON ITS PART REQUIRED HEREUNDER TO BE
PERFORMED OR SATISFIED HEREUNDER AT OR PRIOR TO THE CLOSING DATE; AND
(II)
THEY HAVE EXAMINED THE PRICING DISCLOSURE
PACKAGE AND THE OFFERING MEMORANDUM, AND, IN THEIR OPINION, (A) THE PRICING
DISCLOSURE PACKAGE, AS OF THE APPLICABLE TIME AND AS OF THE CLOSING DATE, AND
THE OFFERING MEMORANDUM, AS OF ITS DATE AND AS OF THE CLOSING DATE, DID NOT AND
DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT AND DID NOT AND DO NOT
OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING AND (B)
SINCE THE APPLICABLE TIME WITH RESPECT TO THE PRICING DISCLOSURE PACKAGE AND THE
DATE OF THE OFFERING MEMORANDUM WITH RESPECT TO THE OFFERING MEMORANDUM, NO
EVENT HAS OCCURRED WHICH SHOULD HAVE BEEN SET FORTH IN A SUPPLEMENT OR AMENDMENT
TO THE PRICING DISCLOSURE PACKAGE OR THE OFFERING MEMORANDUM THAT HAS NOT BEEN
SO DISCLOSED; PROVIDED THAT NO REPRESENTATION OR WARRANTY IS MADE AS TO
INFORMATION CONTAINED IN OR OMITTED FROM EITHER THE PRICING DISCLOSURE PACKAGE
OR THE OFFERING MEMORANDUM IN RELIANCE UPON AND IN CONFORMITY WITH WRITTEN
INFORMATION FURNISHED TO THE COMPANY THROUGH THE REPRESENTATIVE BY OR ON BEHALF
OF ANY INITIAL PURCHASER SPECIFICALLY FOR INCLUSION THEREIN, WHICH INFORMATION
IS SPECIFIED IN SECTION 8(E); AND
25
(III)
EXCEPT AS DESCRIBED IN THE EACH OF THE
PRICING DISCLOSURE PACKAGE AND THE OFFERING MEMORANDUM, (A) NEITHER THE COMPANY
NOR ANY OF