REGULATIONS OF ANY JURISDICTION.
THE COMPANY HAS TAKEN
ALL ACTIONS NECESSARY TO RENDER ANY STOCKHOLDERS' RIGHTS PLAN OF THE COMPANY
INAPPLICABLE TO THIS AGREEMENT AND THE WARRANT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE EXERCISE OF THE
WARRANT BY THE INVESTOR IN ACCORDANCE WITH ITS TERMS.
(G)
NO COMPANY MATERIAL ADVERSE EFFECT.
SINCE
THE LAST DAY OF THE LAST COMPLETED FISCAL PERIOD FOR WHICH THE COMPANY HAS FILED
A QUARTERLY REPORT ON FORM 10-Q OR AN ANNUAL REPORT ON FORM 10-K WITH THE SEC
PRIOR TO THE SIGNING DATE, NO FACT, CIRCUMSTANCE, EVENT, CHANGE, OCCURRENCE,
CONDITION OR DEVELOPMENT HAS OCCURRED THAT, INDIVIDUALLY OR IN THE AGGREGATE,
HAS HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE
EFFECT.
(H)
COMPANY FINANCIAL STATEMENTS.
EACH OF THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES (COLLECTIVELY THE "COMPANY FINANCIAL STATEMENTS") INCLUDED OR
INCORPORATED BY REFERENCE IN THE COMPANY REPORTS FILED WITH THE SEC SINCE
DECEMBER 31, 2006, PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED
FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE
DATES INDICATED THEREIN (OR IF AMENDED PRIOR TO THE SIGNING DATE, AS OF THE DATE
OF SUCH AMENDMENT) AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS FOR THE
PERIODS SPECIFIED THEREIN; AND EXCEPT AS STATED THEREIN, SUCH
7
FINANCIAL STATEMENTS (A) WERE PREPARED IN CONFORMITY WITH GAAP APPLIED ON A
CONSISTENT BASIS (EXCEPT AS MAY BE NOTED THEREIN), (B) HAVE BEEN PREPARED FROM,
AND ARE IN ACCORDANCE WITH, THE BOOKS AND RECORDS OF THE COMPANY AND THE COMPANY
SUBSIDIARIES AND (C) COMPLIED AS TO FORM, AS OF THEIR RESPECTIVE DATES OF FILING
WITH THE SEC, IN ALL MATERIAL RESPECTS WITH THE APPLICABLE ACCOUNTING
REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
(I)
REPORTS.
(I)
SINCE DECEMBER 31, 2006, THE COMPANY AND
EACH SUBSIDIARY OF THE COMPANY (EACH A "COMPANY SUBSIDIARY" AND, COLLECTIVELY,
THE "COMPANY SUBSIDIARIES") HAS TIMELY FILED ALL REPORTS, REGISTRATIONS,
DOCUMENTS, FILINGS, STATEMENTS AND SUBMISSIONS, TOGETHER WITH ANY AMENDMENTS
THERETO, THAT IT WAS REQUIRED TO FILE WITH ANY GOVERNMENTAL ENTITY (THE
FOREGOING, COLLECTIVELY, THE "COMPANY REPORTS") AND HAS PAID ALL FEES AND
ASSESSMENTS DUE AND PAYABLE IN CONNECTION THEREWITH, EXCEPT, IN EACH CASE, AS
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
COMPANY MATERIAL ADVERSE EFFECT.
AS OF THEIR RESPECTIVE DATES OF FILING, THE
COMPANY REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL STATUTES AND
APPLICABLE RULES AND REGULATIONS OF THE APPLICABLE GOVERNMENTAL ENTITIES.
IN
THE CASE OF EACH SUCH COMPANY REPORT FILED WITH OR FURNISHED TO THE SEC, SUCH
COMPANY REPORT (A) DID NOT, AS OF ITS DATE OR IF AMENDED PRIOR TO THE SIGNING
DATE, AS OF THE DATE OF SUCH AMENDMENT, CONTAIN AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING, AND (B) COMPLIED AS