Contract analysis

Section 1. Organization and Good Standing. (a) The Company was duly incorporated under the General Corporation Law of the State of Delaware on [Insert Date of Incorporation]. [Anticipated: September 14, 2001] The Company's Delaware File Number is [Insert Delaware File Number]. [Anticipated: 3487201] (b) The Company is validly existing as a corporation and in good standing under the laws of the State of Delaware. A ce

Section 2. Amended and Restated Certificate of Incorporation. (a) Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company, as currently in effect as of the date hereof (the "Certificate of Incorporation"), certified by the undersigned. The Certificate of Incorporation has not been further amended, supplemented, restated, or otherwise m

Section 3. Amended and Restated Bylaws. (a) Attached hereto as Exhibit C is a true, correct, and complete copy of the Amended and Restated Bylaws of the Company, as currently in effect as of the date hereof (the "Bylaws"), certified by the undersigned. (b) The Bylaws have not been further amended, supplemented, restated, or otherwise modified since [Insert Date of Last Amendment] and are in full force and effect as o

Section 4. Board Resolutions. (a) Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on [Insert Date of Board Meeting], at which a quorum of directors was present and acting throughout, [or by unanimous written consent dated [Insert Date],] authorizing, among other things: [In

Section 5. Incumbency and Authority of Officers. (a) Each of the following persons is, as of the date hereof, a duly elected or appointed, qualified, and acting officer of the Company, holding the office set forth opposite his or her name below, and the signature set forth opposite his or her name below is the genuine signature of such person: [Insert names and titles of all officers signing or named in the Registrat

Section 6. Board Composition. (a) The Board of Directors of the Company currently consists of [Insert Number] members. [Anticipated: 11 members] [Insert Number] of such directors are "independent directors" within the meaning of Rule 5605(a)(2) of the Nasdaq listing standards. [Anticipated: 9 independent directors] (b) Each director who has signed or is named in the Registration Statement, including any director on w

Section 7. No Conflicts or Violations. (a) To the best knowledge of the undersigned, after due inquiry, the adoption of the Resolutions and the preparation, execution, and filing of the Registration Statement with the SEC do not and will not: (i) violate, conflict with, or result in a breach or default under any provision of the Certificate of Incorporation; (ii) violate, conflict with, or result in a breach or defau

Section 8. No Proceedings. To the best knowledge of the undersigned, after due inquiry, there are no actions, suits, proceedings, investigations, or claims pending or, to the knowledge of the undersigned, threatened against or affecting the Company before or by any court, governmental authority, arbitrator, or other tribunal that seek to restrain, enjoin, prohibit, or otherwise prevent the filing of the Registration