FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE WITH ALL SUCH
LISTING AND MAINTENANCE REQUIREMENTS. THE COMMON STOCK IS CURRENTLY ELIGIBLE FOR
ELECTRONIC TRANSFER THROUGH THE DEPOSITORY TRUST COMPANY OR ANOTHER ESTABLISHED
CLEARING CORPORATION AND THE COMPANY IS CURRENT IN PAYMENT OF THE FEES TO THE
DEPOSITORY TRUST COMPANY (OR SUCH OTHER ESTABLISHED CLEARING CORPORATION) IN
CONNECTION WITH SUCH ELECTRONIC TRANSFER.
(X)
APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY AND THE
BOARD OF DIRECTORS HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER
INAPPLICABLE ANY CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL
(INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR
ANTI‐TAKEOVER PROVISION UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION (OR
SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS OR
COULD BECOME APPLICABLE TO THE PURCHASERS AS A RESULT OF THE PURCHASERS AND THE
COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING WITHOUT LIMITATION AS A RESULT OF THE COMPANY'S
ISSUANCE OF THE SECURITIES AND THE PURCHASERS' OWNERSHIP OF THE SECURITIES.
(Y)
DISCLOSURE.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS AND
CONDITIONS OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, THE
COMPANY CONFIRMS THAT NEITHER IT NOR ANY OTHER PERSON ACTING ON ITS BEHALF HAS
PROVIDED ANY OF THE PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION
THAT IT BELIEVES CONSTITUTES OR MIGHT CONSTITUTE MATERIAL, NON-PUBLIC
INFORMATION WHICH IS NOT OTHERWISE DISCLOSED IN THE PROSPECTUS SUPPLEMENT. THE
COMPANY UNDERSTANDS AND CONFIRMS THAT THE PURCHASERS WILL RELY ON THE FOREGOING
REPRESENTATION IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY. ALL OF
THE DISCLOSURE FURNISHED BY OR ON BEHALF OF THE COMPANY TO THE PURCHASERS
REGARDING THE COMPANY AND ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES AND THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE DISCLOSURE SCHEDULES TO THIS
AGREEMENT, IS TRUE AND CORRECT AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING. THE PRESS RELEASES DISSEMINATED BY THE COMPANY DURING THE
TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT TAKEN AS A WHOLE DO NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT 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
AND WHEN MADE, NOT MISLEADING.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO
PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN
SECTION 3.2 HEREOF.
(Z)
NO INTEGRATED OFFERING. ASSUMING THE ACCURACY OF THE
PURCHASERS' REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NEITHER THE
COMPANY, NOR ANY OF ITS 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, UNDER CIRCUMSTANCES THAT WOULD CAUSE