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This excerpt taken from the LUX 6-K filed Jun 25, 2007. Other Filings”) will, at the
respective times filed with the SEC and, in addition, in the case of the Proxy
Statement, at the date it or any amendment or supplement is mailed to
shareholders of the Company, and at the time of the Special Meeting (as defined
in Section 5.09 below), contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading, provided that no representation is made by the
Company with respect to information furnished by Parent or Merger Sub
specifically for inclusion therein. The
Proxy Statement and the Other Filings made by the Company will, at the
respective times filed with the SEC and mailed to the shareholders, comply in
all material respects with the provisions of the Exchange Act and the rules and
regulations thereunder, if applicable, except that no representation is made by
the Company with respect to statements made therein based on information
supplied by Parent or Merger Sub in writing specifically for inclusion in the
Proxy Statement.
14 Section 3.10. Litigation. There is no legal action, suit, claim or legal, administrative or other proceeding or, to the knowledge of the Company, investigation that is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the Merger, nor is there any judgment, decree, injunction or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the consummation of the Merger.Section 3.11. Compliance with Applicable Laws. The Company and its Subsidiaries hold all permits, licenses, registrations, variances, exemptions, orders and approvals of all Governmental Entities required in connection with the ownership or occupancy of their respective properties and assets and the operation of their respective businesses, including, without limitation, all necessary permits for export transactions and registrations with Governmental Entities as required under applicable export control laws, except for such permits, licenses, variances, exemptions, orders and approvals the failure of which to hold would not, individually or in the aggregate, have a Material Adverse Effect. Except as referred to in the SEC Reports filed and publicly available prior to the date hereof, the Company and its Subsidiaries are not in violation of any law, rule, regulation or order of any Governmental Entity or arbitrator applicable to the Company or its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, including, without limitation, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Foreign Corrupt Practices Act, all applicable United States export control laws and regulations, and all applicable trade sanctions and embargoes (except that no representation or warranty is made in this Section 3.11 with respect to Environmental Laws or Taxes, which are exclusively the subject of Section 3.15 and Section 3.16, respectively, or the matters specifically covered by Section 3.13), except for violations or possible violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. |
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