(b) The execution, delivery and performance of this Agreement and the
Collateral Documents executed or required to be executed pursuant hereto and
thereto will not involve any prohibited transaction within the meaning of ERISA
or Section 4975 of the Code.
SECTION 3.13 Absence of Sensitive Payments. Neither the Company or any
Subsidiary nor, to the Company's knowledge, information and belief, any of its
or any of their officers, directors, employees, agents or other representatives,
has (a) made any contributions, payments or gifts to or for the private use of
any governmental official, employee or agent where either the payment or the
purpose of such contribution, payment or gift is illegal under the laws of the
United States or the jurisdiction in which made, (b) established or maintained
any unrecorded fund or asset for any purpose or made any false or artificial
entries on its books, or (c) made any payments to any person with the intention
or understanding that any part of such payment was to be used for any purpose
other than that described in the documents supporting the payment.
SECTION 3.14 Inapplicability of Specified Statutes. Neither the Company
nor any Subsidiary is a "holding company", or a "subsidiary company" or an
"affiliate" of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended, or an "investment company" or a
company "controlled" by or acting on behalf of an "investment company", as
defined in the Investment Company Act of 1940, as amended, or a "carrier" or a
person which is in control of a "carrier", as defined in section 11301 of Title
SECTION 3.15 Authorized and Outstanding Capital Stock.
(a) The authorized and outstanding capital stock of the Company is as
set forth in Section 3.15(a) of the Company Disclosure Schedule, including that
there are an aggregate of 352,941 shares of Company Stock outstanding. All of
such outstanding capital stock has been duly authorized and validly issued, is
fully paid and nonassessable and is not subject to any preemptive or similar
rights. Except as set forth in Section 3.15(a) of the Company Disclosure
Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary
agreed to grant or issue any shares of its capital stock or any Option Security
or Convertible Security, and (ii) neither the Company nor any Subsidiary is a
party to or is bound by any agreement, put or commitment pursuant to which it is
obligated to purchase, redeem or otherwise acquire any shares of capital stock
or any Option Security or Convertible Security. Between the date hereof and the
Closing, the Company will not, and will not permit any Subsidiary to, issue,
sell or purchase or agree to issue, sell or purchase any capital stock or any
Option Security or Convertible Security of the Company or any Subsidiary, except
as set forth in Section 3.15(a) of the Company Disclosure Schedule. As of the
Effective Time, the rights of the holders of all Option Securities and
Convertible Securities issued by the Company to exercise or convert such
Securities shall have been terminated pursuant to the terms thereof.
(b) All of the outstanding capital stock of the Company is owned by the
stockholders as set forth in Section 3.15(b) of the Company Disclosure Schedule,
to the Company's knowledge, information and belief, free and clear of all Liens.
To the Company's knowledge, information and belief, no Person, and no group of
Persons acting in concert, owns as much as five percent (5%) of the Company's
outstanding Common Stock, and the Company is not controlled by any other Person,
except as set forth in Section 3.15(b) of the Company Disclosure Schedule.