sale of the Securities hereunder does not
contravene the rules and regulations of the Trading Market and no shareholder
approval is required for the Company to fulfill its obligations under the
Transaction Documents (except to the extent the Purchasers require shareholder
approval to be obtained under the Transaction Documents). The Company is not a
United States real property holding corporation within the meaning of the
Foreign Investment in Real Property Tax Act of 1980.
(V)
FORM S-3 ELIGIBILITY. THE COMPANY IS ELIGIBLE TO REGISTER THE RESALE OF
ITS
COMMON STOCK BY THE PURCHASERS UNDER FORM S-3 PROMULGATED UNDER THE
SECURITIES ACT.
(W)
LISTING AND MAINTENANCE REQUIREMENTS.
THE COMPANY HAS NOT, IN THE TWO
YEARS PRECEDING THE DATE HEREOF, RECEIVED NOTICE (WRITTEN OR ORAL) FROM ANY
ELIGIBLE MARKET ON WHICH THE COMMON STOCK IS OR HAS BEEN LISTED OR QUOTED TO THE
EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE
REQUIREMENTS OF SUCH ELIGIBLE MARKET. THE COMPANY IS, AND HAS NO REASON TO
BELIEVE THAT IT WILL NOT IN THE FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE
WITH ALL SUCH LISTING AND MAINTENANCE REQUIREMENTS.
(X)
REGISTRATION RIGHTS.
EXCEPT AS DESCRIBED HEREIN OR ON SCHEDULE 3.1(X), THE
COMPANY HAS NOT GRANTED OR AGREED TO GRANT TO ANY PERSON ANY RIGHTS (INCLUDING
"PIGGY BACK" REGISTRATION RIGHTS) TO HAVE ANY SECURITIES OF THE COMPANY
REGISTERED WITH THE COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY THAT HAVE NOT
BEEN SATISFIED.
(Y)
APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY AND ITS 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 THE COMPANY'S ISSUANCE OF
THE SECURITIES AND THE PURCHASERS' OWNERSHIP OF THE SECURITIES.
(Z)
DISCLOSURE.
EXCEPT WITH RESPECT TO THE MATERIAL TERMS AND CONDITIONS OF
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS, WHICH SHALL BE
DISCLOSED TO THE PUBLIC IN THE PRESS RELEASE ISSUED PURSUANT TO SECTION 4.8
HEREOF, 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 CONSTITUTES OR MIGHT CONSTITUTE MATERIAL, NON-PUBLIC
INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT THE PURCHASERS WILL RELY
ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY.
ALL DISCLOSURE PROVIDED TO THE PURCHASERS REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO
THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY ARE TRUE AND CORRECT
AND DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE