ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN NOT MISLEADING.
3.16
SUBSIDIARIES.
EXCEPT AS LISTED IN SCHEDULE P,
HAPS DOES NOT HAVE ANY OTHER SUBSIDIARIES OR OWN CAPITAL STOCK OF ANY OTHER
CORPORATION.
7
3.17
CONSENTS.
EXCEPT AS LISTED IN SCHEDULE F, NO
CONSENT OR APPROVAL OF, OR REGISTRATION, QUALIFICATION OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON IS REQUIRED TO BE OBTAINED OR
ACCOMPLISHED BY HAPS OR ANY SHAREHOLDER THEREOF IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
3.18
EMPLOYEES.
EXCEPT AS LISTED IN SCHEDULE P, HAPS
HAS NO EMPLOYEES AND THERE ARE NO PERSONS WHO HAVE PROVIDED SERVICES TO HAPS
PRIOR TO THE CLOSING DATE WHO HAVE A CLAIM AGAINST HAPS FOR ANY UNPAID
COMPENSATION.
3.19
ENVIRONMENTAL MATTERS.
NONE OF THE OPERATIONS OF
HAPS INVOLVES THE GENERATION, TRANSPORTATION, TREATMENT, STORAGE OR DISPOSAL OF
HAZARDOUS WASTE, AS DEFINED UNDER 40 C.F.R. PARTS 260-270 OR ANY STATE, LOCAL OR
FOREIGN EQUIVALENT.
3.20
IMPROPER PAYMENTS.
NEITHER HAPS, NOR ANY PERSON
ACTING ON BEHALF OF HAPS HAS MADE ANY PAYMENT OR OTHERWISE TRANSMITTED ANYTHING
OF VALUE, DIRECTLY OR INDIRECTLY, TO (A) ANY OFFICIAL OR ANY GOVERNMENT OR
AGENCY OR POLITICAL SUBDIVISION THEREOF FOR THE PURPOSE OF INFLUENCING ANY
DECISION AFFECTING THE BUSINESS OF HAPS (B) ANY CUSTOMER, SUPPLIER OR COMPETITOR
OF HAPS OR EMPLOYEE OF SUCH CUSTOMER, SUPPLIER OR COMPETITOR, FOR THE PURPOSE OF
OBTAINING, RETAINING OR DIRECTING BUSINESS FOR HAPS OR (C) ANY POLITICAL PARTY
OR ANY CANDIDATE FOR ELECTIVE POLITICAL OFFICE NOR HAS ANY FUND OR OTHER ASSET
OF HAPS BEEN MAINTAINED THAT WAS NOT FULLY AND ACCURATELY RECORDED ON THE BOOKS
OF ACCOUNT OF HAPS.
3.21
COPIES OF DOCUMENTS.
HAPS HAS MADE AVAILABLE FOR
INSPECTION AND COPYING BY PGMI AND ITS DULY AUTHORIZED REPRESENTATIVES, AND WILL
CONTINUE TO DO SO AT ALL TIMES, TRUE AND CORRECT COPIES OF ALL DOCUMENTS WHICH
IT HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL OTHER
GOVERNMENTAL AGENCIES WHICH ARE MATERIAL TO THE TERMS AND CONDITIONS CONTAINED
IN THIS AGREEMENT.
FURTHERMORE, ALL FILINGS BY HAPS WITH THE SECURITIES AND
EXCHANGE COMMISSION, AND ALL OTHER GOVERNMENTAL AGENCIES, INCLUDING BUT NOT
LIMITED TO THE INTERNAL REVENUE SERVICE, HAVE CONTAINED INFORMATION WHICH IS
TRUE AND CORRECT, TO THE BEST KNOWLEDGE OF THE BOARD OF DIRECTORS OF HAPS, IN
ALL MATERIAL RESPECTS AND DID NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE
THEREIN NOT MISLEADING OR WHICH COULD HAVE ANY MATERIAL ADVERSE EFFECT UPON THE
FINANCIAL CONDITION OR OPERATIONS OF HAPS OR ADVERSELY AFFECT THE OBJECTIVES OF
THIS AGREEMENT WITH RESPECT TO PGMI INCLUDING, BUT NOT LIMITED TO, THE ISSUANCE
AND SUBSEQUENT TRADING OF THE SHARES OF HAPS COMMON STOCK TO BE RECEIVED HEREBY,
SUBJECT TO COMPLIANCE BY THE SHAREHOLDERS OF PGMI WITH APPLICABLE LAW.
HAPS HAS
MADE ALL NECESSARY FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND OTHER
GOVERNMENTAL AGENCIES.
3.22
VALID ISSUANCE OF SECURITIES.
THE HAPS CLASS E
STOCK, WHEN ISSUED, SOLD AND DELIVERED IN