OR REASON TO BELIEVE THAT ITS CREDITORS INTEND TO
INITIATE INVOLUNTARY BANKRUPTCY PROCEEDINGS OR ANY ACTUAL KNOWLEDGE OF ANY FACT
WHICH WOULD REASONABLY LEAD A CREDITOR TO DO SO.
THE COMPANY IS NOT AS OF THE
DATE HEREOF, AND AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY TO
OCCUR AT THE CLOSING, WILL NOT BE INSOLVENT (AS DEFINED BELOW).
FOR PURPOSES OF
THIS SECTION 3(L), "INSOLVENT" MEANS (I) THE PRESENT FAIR SALEABLE VALUE OF THE
COMPANY'S ASSETS IS LESS THAN THE AMOUNT REQUIRED TO PAY THE COMPANY'S TOTAL
INDEBTEDNESS, CONTINGENT OR OTHERWISE, (II) THE COMPANY IS UNABLE TO PAY ITS
DEBTS AND LIABILITIES, SUBORDINATED, CONTINGENT OR OTHERWISE, AS SUCH DEBTS AND
LIABILITIES BECOME ABSOLUTE AND MATURED OR (III) THE COMPANY INTENDS TO INCUR OR
BELIEVES THAT IT WILL INCUR DEBTS THAT WOULD BE BEYOND ITS ABILITY TO PAY AS
SUCH DEBTS MATURE.
(M)
NO UNDISCLOSED EVENTS, LIABILITIES,
DEVELOPMENTS OR CIRCUMSTANCES.
EXCEPT AS DISCLOSED IN SCHEDULE 3(M), NO EVENT,
LIABILITY, DEVELOPMENT OR CIRCUMSTANCE HAS
10
OCCURRED OR EXISTS, OR IS CONTEMPLATED TO OCCUR, WITH RESPECT TO THE COMPANY OR
ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESS, PROPERTIES, OPERATIONS OR
FINANCIAL CONDITION, THAT WOULD BE REQUIRED TO BE DISCLOSED BY THE COMPANY UNDER
APPLICABLE SECURITIES LAWS ON A REGISTRATION STATEMENT ON FORM S-1 FILED WITH
THE SEC RELATING TO AN ISSUANCE AND SALE BY THE COMPANY OF THE COMPANY COMMON
STOCK AND WHICH HAS NOT BEEN SO DISCLOSED OR OTHERWISE PUBLICLY ANNOUNCED.
(N)
CONDUCT OF BUSINESS; REGULATORY PERMITS.
NEITHER THE COMPANY NOR ITS SUBSIDIARIES IS IN VIOLATION OF ANY TERM OF OR IN
DEFAULT UNDER ITS CERTIFICATE OF INCORPORATION, ANY CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS OF ANY OUTSTANDING SERIES OF PREFERRED STOCK OF THE
COMPANY OR BYLAWS OR THEIR ORGANIZATIONAL CHARTER OR BYLAWS, RESPECTIVELY.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY JUDGMENT,
DECREE OR ORDER OR ANY STATUTE, ORDINANCE, RULE OR REGULATION APPLICABLE TO THE
COMPANY OR ITS SUBSIDIARIES, AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
WILL CONDUCT ITS BUSINESS IN VIOLATION OF ANY OF THE FOREGOING, EXCEPT FOR
POSSIBLE VIOLATIONS WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
COMPANY IS NOT IN VIOLATION OF ANY OF THE RULES, REGULATIONS OR REQUIREMENTS OF
THE PRINCIPAL MARKET, AND HAS NO KNOWLEDGE OF ANY FACTS OR CIRCUMSTANCES WHICH
WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE COMPANY COMMON STOCK BY
THE PRINCIPAL MARKET IN THE FORESEEABLE FUTURE.
SINCE DECEMBER 31, 2001, (I)
THE COMPANY COMMON STOCK HAS BEEN DESIGNATED FOR QUOTATION OR LISTED ON THE
PRINCIPAL MARKET, (II) TRADING IN THE COMPANY COMMON STOCK HAS NOT BEEN
SUSPENDED BY THE SEC OR THE PRINCIPAL MARKET, (III) THE COMPANY HAS RECEIVED NO
COMMUNICATION, WRITTEN OR ORAL, FROM THE SEC OR THE PRINCIPAL MARKET REGARDING
THE SUSPENSION OR DELISTING OF THE COMPANY COMMON STOCK FROM THE PRINCIPAL
MARKET, (IV) TO THE KNOWLEDGE OF THE COMPANY, WITHOUT HAVING UNDERTAKEN ANY
AFFIRMATIVE INDEPENDENT INQUIRY OF