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These excerpts taken from the DRYS 6-K filed Nov 25, 2009. Environmental Laws"),
(ii) have received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and
(iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a Material Adverse
Effect.
6
(y) There
are no costs or liabilities associated with Environmental Laws (including,
without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in the aggregate,
have a Material Adverse Effect.
(z) Except
as set forth in the Time of Sale Prospectus, there are no contracts, agreements
or understandings between the Company and any person granting such person the
right to require the Company to file a registration statement under the
Securities Act with respect to any securities of the Company, except as have
been waived, or to require the Company to include such securities with the
Securities registered pursuant to the Registration Statement.
(aa) The
statements set forth in each of the Time of Sale Prospectus and the Prospectus
under the caption "Description of Notes," insofar as they purport to constitute
a summary of the terms of the Indenture and the Securities, and under the
caption "Description of Capital Stock," insofar as they purport to constitute a
summary of the terms of the Underlying Shares, fairly summarize such terms in
all material respects.
(bb) Each
of the independent, registered public accounting firms whose report is included
in the Company's Annual Report on Form 20F/A, filed with the Commission on April
3, 2009, which are included in or incorporated by reference in the Registration
Statement, is a registered independent public accounting firm as required by the
1933 Act and the 1933 Act Regulations.
(cc) The
Company maintains a system of internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the
requirements of the Exchange Act and has been designed by the Company's
principal executive officer and principal financial officer, or under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America. Except as disclosed in the Time of Sale
Prospectus, the Company's internal control over financial reporting was
effective as of December 31, 2008 and the Company is not aware of any material
weaknesses in its internal control over financial reporting.
(dd) Except
as disclosed in the Time of Sale Prospectus, since the date of the latest
audited financial statements included or incorporated by reference in the Time
of Sale Prospectus, there has been no change in the Company's internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial
reporting,
(ee) The
Company maintains disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the
Exchange Act; such disclosure controls and procedures have been designed to
ensure that material information relating to the Company and its subsidiaries is
made known to the Company's principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and
procedures were effective as of December 31, 2008.
7
(ff) Any
certificate signed by any officer of the Company delivered to the Underwriter or
to counsel for the Underwriter pursuant to or in connection with this Agreement
shall be deemed a representation and warranty by the Company to the Underwriter
as to the matters covered thereby as of the date or dates indicated in such
certificate.
(gg) There
is and has been no failure on the part of the Company or any of the Company's
directors or officers, in their capacities as such, to comply in all material
respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith that are applicable to the
Company (the " Environmental Laws"),
(ii) have received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective businesses and
(iii) are in compliance with all terms and conditions of any such permit,
license or approval, except where such noncompliance with Environmental Laws,
failure to receive required permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a Material Adverse
Effect.
(x) There
are no costs or liabilities associated with Environmental Laws (including,
without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties) which would, singly or in the aggregate,
have a Material Adverse Effect.
(y) Except
as set forth in the Time of Sale Prospectus, there are no contracts, agreements
or understandings between the Company and any person granting such person the
right to require the Company to file a registration statement under the
Securities Act with respect to any securities of the Company, except as have
been waived, or to require the Company to include such securities with the
Shares registered pursuant to the Registration Statement.
(z) The
statements set forth in each of the Time of Sale Prospectus and the Prospectus
under the caption "Description of Capital Stock and "Description of Share
Lending Agreement and Concurrent Offering of Our Convertible Notes," insofar as
they purport to constitute a summary of the terms of the Share Lending Agreement
and the Shares, fairly summarize such terms in all material
respects.
7
(aa) Each
of the independent, registered public accounting firms whose report is included
in the Company's Annual Report on Form 20F/A, filed with the Commission on April
3, 2009, which are included in or incorporated by reference in the Registration
Statement, is a registered independent public accounting firm as required by the
1933 Act and the 1933 Act Regulations.
(bb) The
Company maintains a system of internal control over financial reporting (as such
term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the
requirements of the Exchange Act and has been designed by the Company's
principal executive officer and principal financial officer, or under their
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America. Except as disclosed in the Time of Sale
Prospectus, the Company's internal control over financial reporting was
effective as of December 31, 2008 and the Company is not aware of any material
weaknesses in its internal control over financial reporting.
(cc) Except
as disclosed in the Time of Sale Prospectus, since the date of the latest
audited financial statements included or incorporated by reference in the Time
of Sale Prospectus, there has been no change in the Company's internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial
reporting.
(dd) The
Company maintains disclosure controls and procedures (as such term is defined in
Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the
Exchange Act; such disclosure controls and procedures have been designed to
ensure that material information relating to the Company and its subsidiaries is
made known to the Company's principal executive officer and principal financial
officer by others within those entities; and such disclosure controls and
procedures were effective as of December 31, 2008.
(ee) Any
certificate signed by any officer of the Company delivered to the Underwriter or
Share Borrower or to counsel for the Underwriter or Share Borrower pursuant to
or in connection with this Agreement shall be deemed a representation and
warranty by the Company to the Underwriter and the Share Borrower as to the
matters covered thereby as of the date or dates indicated in such
certificate.
(ff) There
is and has been no failure on the part of the Company or any of the Company's
directors or officers, in their capacities as such, to comply in all material
respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith that are applicable to the
Company (the " These excerpts taken from the DRYS 20-F filed Mar 31, 2008. Environmental Laws” means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Materials of Environmental Concern and actual or threatened
emissions, spills, releases or discharges of Materials of Environmental
Concern;
“ Environmental Laws” means all
national, international and state laws, rules, regulations, treaties and
conventions applicable to any Relevant Ship pertaining to the pollution or
protection of human health or the environment including, without limitation, the
carriage of Pollutants and actual or threatened emissions, spills, releases or
discharges of Pollutants;
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