Common use of No Material Adverse Change Clause in Contracts

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus or specifically stated therein, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, Prospectus (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company, other than a change in the title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, (ia) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (iib) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iiic) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (ivd) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, Prospectus (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates Except as of which information is given stated in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except since the respective dates as otherwise specifically stated of which information is given therein, : (i) there has been no material adverse change in the condition, financial or otherwise, results of operations, business or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned or threatened to resign from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, impairs the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package, and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package, and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this AgreementAgreement and as discussed in the Registration Statement, the Statutory Prospectus and the Prospectus; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s 's board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company's board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, Company (a “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the CompanyCompany and its Subsidiaries, individually or taken as a whole; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member officer or director of the Company’s board of directors (the “Board of Directors”) or management Company has resigned from any position with the Company or any of its Subsidiaries; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members officers and directors of the Board of Directors or management Company to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates Except as of which information is given stated in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except since the respective dates as otherwise specifically stated of which information is given therein, : (i) there has been no material adverse change in the condition, condition (financial or otherwise), results of operations, assets, business or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration StatementPreliminary Prospectus, the Time of Sale Preliminary Prospectus Prospectus, the Registration Statement and the Prospectus,, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s 's board of directors (the “"Board of Directors”") or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or the business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely reasonably be expected to materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and/or and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, results of operations, business or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, Company (a “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, Company (a “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this AgreementAgreement or as described in the Registration Statement or Prospectus, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus or specifically stated therein, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, Company (a “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company, other than a change in the title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus, and the Prospectus and prior to the Prospectusdate hereof, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or or, to the Company’s knowledge, would likely materially impair, with the passage of time, impair the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, Prospectus (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, Company (the “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely could reasonably be expected to materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates Except as of which information is given stated in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except since the respective dates as otherwise specifically stated of which information is given therein, : (i) there has been no material adverse change in the condition, financial or otherwise, results of operations, business or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s 's board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company's board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, ,except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) to the Company’s knowledge, no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus, the Prospectus and the Canadian Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus, the Prospectus and the Canadian Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, Prospectus (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.. {N0384947 2 }

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “”Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, condition (financial or otherwise), prospects, earnings, business or business prospects properties of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus or specifically stated therein, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.. Maxim Group LLC _____________, 2005

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated or disclosed in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and and/or the Prospectus, except as otherwise specifically stated therein, Prospectus (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus.. {N0405512}

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects otherwise of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company Company, other than a change in the title of such officer, and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

No Material Adverse Change. Since Except as contemplated in the Prospectus, since the respective dates as of which information is given in the Registration Statement, the Sale any Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, : (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, ; (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, ; (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board Company’s board of Directors directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.