No Material Adverse Change. Except as otherwise disclosed in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change or effect, or any development that would be reasonably expected to result in a material adverse change or effect, in # the condition (financial or otherwise), business, properties, operations, results of operations or management, whether or not arising in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or # the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”). Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, # except as described in the Registration Statement and the Prospectus with respect to the transactions contemplated by this Agreement, neither the Company nor any of its subsidiaries has incurred any material liability or obligation, whether indirect, direct or contingent, including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree (whether domestic or foreign), that is material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, or entered into any material transaction not in the ordinary course of business; # neither the Company nor any of its subsidiaries has declared, paid or otherwise made any dividend or distribution of any kind on any class of its capital stock; and # there has not been any material change in the capital stock, short-term debt or long-term debt of the Company or any of its subsidiaries, except as disclosed or as contemplated in the Registration Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise specifically stated therein: # there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); # there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and # no officer or director of the Company has resigned from any position with the Company.

No Material Changes. Prior to and on the Closing Date: # there shall have been no Material Adverse Change or development involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and the Prospectus; # no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; # no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and # the Registration Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and Prospectus, there has not been # any Material Adverse Effect, or any development that would result in a Material Adverse Effect, # any transaction which is material to the Company and the Subsidiaries taken as a whole, # any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as a whole, # any material change in the capital stock (other than # the grant of additional options under the Company’s existing stock option plans, # changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, # as a result of the issuance of Placement Shares, # any repurchases of capital stock of the Company, # as described in a proxy statement filed on [Schedule 14A] or a Registration Statement on Form S-4, or # otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or # any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).

Disclosure of Material Change. There has been no material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, except as set forth in the Prospectus;