股票认购协议英文版(4)

Commission ("SEC") or any other governmental authority.

2.18 TAX STATUS. The Company has made or filed all federal, state and foreign income

and all other tax returns, reports and declarations required by any jurisdiction to

which it is subject and has paid all taxes and other governmental assessments and

charges that are shown to be due on such returns, reports and declarations or

otherwise due, except those being contested in good faith, and has set aside on its

books provisions reasonably adequate for the payment of all taxes for periods

subsequent to the periods to which such returns, reports or declarations apply. To the

knowledge of the Company, there are no unpaid taxes in any material amount

claimed to be due by the taxing authority of any jurisdiction, and the officers of the

Company know of no basis for any such claim. The Company has not executed a

waiver with respect to the statute of limitations relating to the assessment or

collection of any foreign, federal, state or local tax. None of the Company's tax

returns is presently being audited by any taxing authority.

2.19 EMPLOYEES.

(i) EMPLOYEE BENEFIT PLANS. The Company does not have any Employee

Benefit Plan as defined in the Employee Retirement Income Security Act of

1974.

(ii) LABOR AGREEMENTS AND ACTIONS. The Company is not bound by or

subject to (and none of its assets or properties is bound by or subject to) any

written or oral, express or implied, contract, commitment or arrangement with

any labor union, and no labor union has requested or to the knowledge of the

Company, has sought to represent any of the employees, representatives or

agents of the Company. There is no strike or other labor dispute involving the

Company pending, or to the knowledge of the Company threatened, which

could have a Material Adverse Effect on the assets, properties, financial

condition, operation or business of the Company, nor is the Company aware of

any labor organization activity involving its employees. The employment of

each officer and employee of the Company is terminable at the will of the

Company upon the giving of notice and the payment of specified amounts.

Company has complied in all material respects with all applicable state and

federal equal employment opportunity laws and with other laws related to

employment.

(iii) CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT

AGREEMENTS. Each management and technology employee, consultant and

officer of the Company has executed an agreement with the Company

regarding confidentiality and proprietary information. The Company is not

aware that any of its employees or consultants is in violation thereof, and the

Company will use its best efforts to prevent any such violation.

2.20 INSURANCE. The Company maintains and keeps in force with good and responsible

insurance companies fire, public liability, property damage and other insurance, of

the kinds and in amounts as are usual and customary in the type of business

conducted by the Company.

2.21 TITLE TO PROPERTY AND ASSETS. The Company owns and has valid title to its

property and assets free and clear of all mortgages, liens, loans and encumbrances,

except such encumbrances and liens which arise in the ordinary course of business

and do not materially impair the Company's ownership or use of such property or

assets or which would not, in the aggregate, have a Material Adverse Effect. With

respect to the property and assets it leases, the Company is in compliance with such

leases and, to the best of its knowledge, holds a valid leasehold interest free of any

liens, claims or encumbrances. The Company does not own any real property.

2.22 FINANCIAL STATEMENTS. The Company shall deliver to Investor, on or before

_________,_________,_________(M/D/Y), the Company's annual financial

statements (balance sheet and statement of earnings, statement of shareholders' equity

and statement of cash flows) dated as of _________,_________,_________(M/D/Y)

and interim financial statements for the eleven months of operations ended

_________,_________,_________(M/D/Y) (the "Financial Statements"), in each

case, such Financial Statements shall be prepared in accordance with United States

generally accepted accounting principles ("GAAP"), shall include all footnotes in

accordance with GAAP, and shall be audited by the Israeli office or affiliate of a "Big

5" public accounting firm (i.e., Deloitte and Touche, KPMG Peat Marwick, Price

Waterhouse Coopers, Arthur Anderson or Ernst and Young). The Financial

Statements when delivered, will fairly present the financial condition and operations

of the Company as of the dates, and for the periods, indicated therein, subject to

normal year-end adjustments. The Financial Statements described in subsection 2.21

hereof and the audited balance sheet as of

_________,_________,_________(M/D/Y), as adjusted by the auditor's subsequent

event disclosure footnote, shall not show liabilities due within 18 months from the

date thereof in an amount in excess of _________ Dollars ($ _________) over the

amount of cash and cash equivalents shown on such balance sheet.

2.23 Except as set forth in the Financial Statements, the Company has no liabilities,

contingent or otherwise, other than (i) liabilities incurred in the ordinary course of

business and (ii) obligations under contracts and commitments incurred in the

ordinary course of business and not required under GAAP to be reflected in the

Financial Statements, which, in both cases, individually or in th …… 此处隐藏：5600字，全部文档内容请下载后查看。喜欢就下载吧 ……