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Section
2.
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Conditions
to Closing .
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(a)
Condition to Company’s Obligations . The
Company’s obligation to issue the Notes to the Purchasers
shall be subject to the following conditions, any one or more of
which may be waived by the Company:
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1.
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receipt by the
Company of a wire transfer of funds to an account designated by the
Company in the full amount of the purchase price for all of the
Notes being purchased hereunder as set forth on Exhibit B
;
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2.
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the
representations and warranties of the Purchasers set forth herein
shall be true and correct as of the Closing Date in all respects
(except for representations and warranties that speak as of a
specific date, which representations and warranties shall be true
and correct as of such date);
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3.
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receipt by the
Company of a subordination agreement in favor of Wells Fargo in
substantially the form of Exhibit E ; and
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4.
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the
satisfaction of the undertakings of the Purchasers to be fulfilled
prior to the Closing.
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(b)
Conditions to Purchasers’ Obligations . The
Purchasers’ obligations to purchase the Notes shall be
subject to the following conditions:
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1.
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the
representations and warranties of the Company set forth herein
shall be true and correct as of the Closing Date in all respects
(except for representations and warranties that speak as of a
specific date, which representations and warranties shall be true
and correct as of such date);
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2.
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the Company
shall have satisfied the undertakings to be fulfilled by the
Company prior to Closing;
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3.
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payment for the
costs, expenses and filing fees identified in Section 24;
and
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4.
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each Purchaser
shall have received such documents as each Purchaser shall
reasonably have requested, including without limitation a standard
opinion of Company counsel as to the matters set forth in the form
attached as Exhibit C hereto, including without limitation
as to exemption from the registration requirements of the
Securities Act of the sale of the Notes and the conversion of the
Notes into Shares.
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Section 3.
Representations, Warranties and Covenants of the Company .
The Company hereby represents and warrants to, and covenants with,
each Purchaser, as follows:
(a)
Organization . The Company and each of its “
Subsidiaries ” (as defined in Rule 405
under the Securities Act) is duly organized and validly existing in
good standing under the laws of the jurisdiction of its
organization. Each of the Company and its Subsidiaries has full
corporate power and authority to own, operate and occupy its
properties and to conduct its business as presently conducted and
as described in the documents filed by the Company under the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the “ Exchange
Act ”), since the end of its most recently completed
fiscal year through the date hereof, including, without limitation,
its most recent report on Form 10-K (the “ Exchange
Act Documents ”) and is registered or qualified to
do business and in good standing in each jurisdiction in which the
nature of the business conducted by it or the location of the
properties owned or leased by it requires such qualification and
where the failure to be so qualified would have a material adverse
effect upon the condition (financial or otherwise), earnings,
business, properties or operations of the Company and its
Subsidiaries, taken as a whole (a “ Material Adverse
Effect ”), and no proceeding has been instituted in
any such jurisdiction, revoking, limiting or curtailing, or seeking
to revoke, limit or curtail, such power and authority or
qualification.
(b) Due
Authorization and Valid Issuance . The Company has all
corporate power and authority to execute, deliver and perform its
obligations under the Transaction Documents , and the
Transaction Documents have been duly authorized and validly
executed and delivered by the Company and constitute legal, valid
and binding agreements of the Company enforceable against the
Company in accordance with their terms, except as rights to
indemnity and contribution may be limited by state or federal
securities laws or the public policy underlying such laws, except
as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally
and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law). The Notes being purchased by
each Purchaser hereunder and the Shares issuable upon conversion
of, or in satisfaction of the obligation to make certain interest
payments on, the Notes are duly authorized and will, upon issuance
and payment therefor pursuant to the terms hereof and thereof, be
validly issued, fully-paid and nonassessable.
(c)
Non-Contravention . The execution and delivery of the
Transaction Documents, the issuance and sale of the Notes under
this Agreement, the issuance of the Shares under the Notes, the
fulfillment of the terms of the Transaction Documents, and the
consummation of the transactions contemplated thereby will not
(A) conflict with or constitute a violation of, or default
(with the passage of time or otherwise) under, (i) any bond,
debenture, note or other evidence of indebtedness, lease, contract,
indenture, mortgage, deed of trust, loan agreement, joint venture
or other agreement or instrument to which the Company or any
Subsidiary is a party or by which it or any of its Subsidiaries or
their respective properties are bound, (ii) the charter or
by-laws of the Company or any Subsidiary, or (iii) any law,
administrative regulation, ordinance or order of any court or
governmental agency, arbitration panel or authority applicable to
the Company or any Subsidiary or their respective properties,
except in the case of clauses (i) and (iii) for any such
conflicts, violations or defaults which are not reasonably likely
to have a Material Adverse Effect or (B) result in the
creation or imposition of any lien, encumbrance, claim, security
interest or restriction whatsoever upon any of the material
properties or assets of the Company or any Subsidiary or an
acceleration of indebtedness pursuant to any obligation, agreement
or condition contained in any bond, debenture, note or any other
evidence of indebtedness or any material indenture, mortgage, deed
of trust or any other agreement or instrument to which the Company
or any Subsidiary is a party or by which any of them is bound or to
which any of the material property or assets of the Company or any
Subsidiary is subject except for any such creation or imposition
which is not reasonably likely to have a Material Adverse Effect.
No consent, approval, authorization or other order of, or
registration, qualification or filing with, any regulatory body,
administrative agency, or other governmental body in the United
States or any other person (including, without limitation, the
stockholders of the Company) is required for the execution and
delivery of the Transaction Documents, the valid issuance and sale
of the Notes to be sold pursuant to the Agreements and the valid
issuance of the Shares under the Notes, other than such as have
been made or obtained, and except for post-closing securities
filings or notifications required to be made under federal or state
securities laws.
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1.
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The
capitalization of the Company as of September 30, 2006
is as set forth in the most recent
applicable Exchange Act Documents, increased as set forth in the
next sentence. The Company has not issued any capital stock since
that date other than pursuant to (i) employee benefit plans
disclosed in the Exchange Act Documents, or (ii) outstanding
warrants, options or other securities disclosed in the Exchange Act
Documents. The Notes to be sold pursuant to the Transaction
Documents have been duly authorized, and when issued and paid for
in accordance with the terms of the Transaction Documents, will be
duly and validly issued, fully paid and nonassessable. The Shares
have been duly authorized and, when issued pursuant to the terms of
the Notes, the Shares will be duly and validly issued, fully paid
and nonassessable. The outstanding shares of capital stock of the
Company have been duly and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and
state securities laws, and were not issued in violation of any
preemptive rights or similar rights to subscribe for or purchase
securities.
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2.
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Except as set
forth on Schedule 3(d)2 , there are no outstanding rights
(including, without limitation, preemptive rights), warrants or
options to acquire, or instruments convertible into or exchangeable
for, any unissued shares of capital stock or other equity interest
in the Company or any Subsidiary, or any contract, commitment,
agreement, understanding or arrangement of any kind to which the
Company is a party or of which the Company has knowledge and
relating to the issuance or sale of any capital stock of the
Company or any Subsidiary, any such convertible or exchangeable
securities or any such rights, warrants or options.
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3.
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Other than with
respect to the registration procedures set forth in Section 7
hereof, and without limiting the foregoing, no preemptive right,
co-sale right, right of first refusal, registration right, or other
similar right exists with respect to the Notes and Shares or the
issuance and sale thereof. No further approval or authorization of
any stockholder, the Board of Directors of the Company or others is
required for the issuance and sale of the Notes and the Shares,
including under Nasdaq rules. The Company owns the entire equity
interest in each of its Subsidiaries, free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest,
other than as described in Schedule 3(d)3 . Except as set
forth on Schedule 3(d)3 , there are no stockholders
agreements, voting agreements or other similar agreements with
respect to the Company’s Common Stock to which the Company is
a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.
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(e) Legal
Proceedings . There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened
to which the Company or any Subsidiary is or may be a party or of
which the business or property of the Company or any Subsidiary is
subject that is required to be disclosed in an Exchange Act
Documents and not so disclosed.
(f) No
Violations . Except as disclosed in the Exchange Act Documents,
neither the Company nor any Subsidiary is (i) in violation of its
charter, bylaws, or other organizational document, or (ii) in
violation of any law, administrative regulation, ordinance or order
of any court or governmental agency, arbitration panel or authority
applicable to the Company or any Subsidiary, which violation,
individually or in the aggregate, would be reasonably likely to
have a Material Adverse Effect, or (iii) in default (and there
exists no condition which, with the passage of time or otherwise,
would constitute a default) in the performance of any bond,
debenture, note or any other evidence of indebtedness in any
indenture, mortgage, deed of trust or any other material agreement
or instrument to which the Company or any Subsidiary is a party or
by which the Company or any Subsidiary is bound or by which the
properties of the Company or any Subsidiary are bound, which would
be reasonably likely to have a Material Adverse Effect.
(g)
Environmental Matters . To the Company’s knowledge,
the Company and its Subsidiaries are and have been in compliance in
all material respects with all Environmental Laws; (b) there has
been no release or threatened release of any pollutant, contaminant
or toxic or hazardous material, substance or waste, or petroleum or
any fraction thereof, (each a “ Hazardous
Substance ”) on, upon, into or from any site
currently or heretofore owned, leased or otherwise used by the
Company or its Subsidiaries in violation of any Environmental Laws;
(c) there have been no Hazardous Substances generated by the
Company or its Subsidiaries that have been disposed of or come to
rest at any site that has been included in any published U.S.
federal, state or local “superfund” site list or any
other similar list of hazardous or toxic waste sites published by
any governmental authority in the United States; and (d) there are
no underground storage tanks located on, no polychlorinated
biphenyls (“ PCBs ”) or PCB-containing
equipment used or stored on, and no hazardous waste as defined by
the Resource Conservation and Recovery Act, as amended, stored on,
any site owned or operated by the Company or its Subsidiaries,
except for the storage of hazardous waste in compliance with
Environmental Laws. The Company has made available to the
Purchasers true and complete copies of all material environmental
records, reports, notifications, certificates of need, permits,
pending permit applications, correspondence, engineering studies,
and environmental studies or assessments. For purposes of this
Section 3(g), “ Environmental Laws ”
means any law, regulation, or other applicable requirement relating
to (a) releases or threatened release of Hazardous Substance; (b)
pollution or protection of employee health or safety, public health
or the environment; or (c) the manufacture, handling, transport,
use, treatment, storage, or disposal of Hazardous
Substances.
(h)
Governmental Permits, Etc . With the exception of the
matters which are disclosed in the Exchange Act Documents or
described in Sections 3(a), 3(n), 3(o) and 3(p) hereof, each of the
Company and its Subsidiaries has all necessary franchises,
licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency,
department, or body that are currently necessary for the operation
of the business of the Company and its Subsidiaries as currently
conducted as described in the Exchange Act Documents except where
the failure to currently possess could not reasonably be expected
to have a Material Adverse Effect.
(i)
Intellectual Property . Except as specifically set forth on
Schedule 3(i) , (i) each of the Company and its
Subsidiaries owns or possesses sufficient rights to conduct its
business as currently conducted in the ordinary course, including,
without limitation, rights to use all material patents, patent
rights, industry standards, trademarks, copyrights, licenses,
inventions, trade secrets, trade names and know-how described or
referred to in Schedule 3(i) as owned or possessed by it or
that are necessary for the conduct of its business as now conducted
(collectively, “ Intellectual Property
”) except where the failure to currently own or possess would
not have a Material Adverse Effect, (ii) neither the Company nor
any of its Subsidiaries is infringing, or has received any notice
of, or has any knowledge of, any asserted infringement by the
Company or any of its Subsidiaries of, any rights of a third party
with respect to any Intellectual Property that, individually or in
the aggregate, would have a Material Adverse Effect and
(iii) neither the Company nor any of its Subsidiaries has
received any notice of, or has any knowledge of, infringement by a
third party with respect to any Intellectual Property rights of the
Company or of any Subsidiary that, individually or in the
aggregate, would have a Material Adverse Effect.
(j)
Financial Statements . The financial statements of the
Company and the related notes contained in the Exchange Act
Documents present fairly, in accordance with generally accepted
accounting principles, the financial position of the Company and
its Subsidiaries as of the dates indicated, and the results of its
operations and cash flows for the periods therein specified except
that the unaudited interim financial statements were or are subject
to normal year-end adjustments. Such financial statements
(including the related notes) have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis throughout the periods therein specified, except as may be
disclosed in the notes to such financial statements, or in the case
of unaudited statements, as may be permitted by the Securities and
Exchange Commission (“ SEC ”) on
Form 10-Q under the Exchange Act and except as disclosed in
the Exchange Act Documents. The other financial information
contained in the Exchange Act Documents has been prepared on a
basis consistent with the financial statements of the
Company.
(k) No
Material Adverse Change . Except as disclosed in the Exchange
Act Documents, since September 30, 2006, there has not been
(i) any event which has had, or would be reasonably expected
to have, a Material Adverse Effect; (ii) any obligation, direct or
contingent, that is material to the Company and its Subsidiaries
considered as one enterprise, incurred by the Company, except
obligations incurred in the ordinary course of business,
(iii) any dividend or distribution of any kind declared, paid
or made on the capital stock of the Company or any of its
Subsidiaries, or (iv) any loss or damage (whether or not
insured) to the physical property of the Company or any of its
Subsidiaries which has been sustained which has had a Material
Adverse Effect.
(l)
Disclosure . The representations and warranties of the
Company contained in this Section 3 as of the date hereof and
as of the Closing Date, do not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading. Except with respect to the material terms and
conditions of the transaction contemplated by the Transaction
Documents, which shall be publicly disclosed by the Company
pursuant to Section 21 hereof, the Company confirms that
neither it nor any person acting on its behalf has provided each
Purchaser with any information that the Company believes
constitutes material, non-public information. The Company
understands and confirms that each Purchaser will rely on the
foregoing representations in effecting transactions in securities
of the Company.
(m) NASDAQ
Compliance . The Company’s Common Stock is registered
pursuant to Section 12(g) of the Exchange Act and is listed on
The Nasdaq Stock Market, Inc. Global Market (the “
Nasdaq National Market ”), and the Company
has taken no action designed to, or likely to have the effect of,
terminating the registration of the Common Stock under the Exchange
Act or de-listing the Common Stock from the Nasdaq National Market,
nor has the Company received any notification that the SEC or the
National Association of Securities Dealers, Inc. (“
NASD ”) is contemplating terminating such
registration or listing. The Company is in compliance with all
applicable Nasdaq maintenance requirements and corporate governance
requirements for continuing listing on Nasdaq National Market. The
issuance by the Company of the Notes and the Shares shall not have
the effect of terminating the registration of the Common Stock
under the Exchange Act or delisting the Common Stock from the
Nasdaq National Market.
(n)
Reporting Status . The Company is eligible to use Form S-3
to register the Shares to be offered for the account of each
Purchaser, subject to SEC interpretation and limitation as to the
number of Shares which may be included in a re-sale registration
statement on Form S-3. The Exchange Act Documents, as of their
respective dates and as of the Closing Date, do not and will not
include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were or
will be made, not misleading. The following documents complied as
to form in all material respects with the SEC’s requirements
as of their respective filing dates:
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1.
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the Annual
Report on Form 10-K for the fiscal year ended December 31,
2005;
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2.
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all other
documents, if any, filed by the Company with the SEC during the
one-year period preceding the date of this Agreement pursuant to
the reporting requirements of the Exchange Act.
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(o) NASDAQ
Listing . The Company shall comply with all requirements of the
NASD and SEC with respect to the issuance of the Notes and the
Shares, and the listing of the Shares on the Nasdaq National
Market. The Company will promptly seek to list all of the Shares on
the Nasdaq National Market.
(p) No
Manipulation of Stock . The Company has not taken and will not,
in violation of applicable law, take, any action designed to or
that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to
facilitate the sale or resale of the Notes or the
Shares.
(q) Company
not an “Investment Company” . The Company has been
advised of the rules and requirements under the Investment Company
Act of 1940, as amended (the “ Investment Company
Act ”). To the knowledge of the Company, the Company
is not, and immediately after receipt of payment for the Notes will
not be, an “investment company” or an entity
“controlled” by an “investment company”
within the meaning of the Investment Company Act and shall conduct
its business in a manner so that it will not become subject to the
Investment Company Act.
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(r)
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Foreign
Corrupt Practices; Embargoed Person .
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1.
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Neither the
Company, nor to the knowledge of the Company, any agent or other
person acting on behalf of the Company, has (i) directly or
indirectly, used any corrupt funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign
or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any
foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the
Company (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law, or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.
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2.
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None of the
funds or other assets of the Company constitute or shall constitute
property of, or shall be beneficially owned, directly or
indirectly, by any person with whom U.S. persons are restricted
from engaging in financial or other transactions under United
States law, including, but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The
Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
executive orders or regulations promulgated under any such United
States laws (each, an “ Embargoed Person
”), with the result that the investments evidenced by the
Shares are or would be in violation of law; (ii) no Embargoed
Person has or shall have any interest of any nature whatsoever in
the Company with the result that the investments evidenced by the
Shares are or would be in violation of law; and (iii) none of the
funds of the Company are or shall be derived from any unlawful
activity with the result that the investments evidenced by the
Notes are or would be in violation of law; provided, that with
respect to the covenants contained in this Section 3(s)2, the
Company may assume that the Purchasers are not Embargoed Persons.
The Company certifies that, to the Company’s knowledge, the
Company has not been designated, and is not owned or controlled, by
an Embargoed Person.
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(s)
Accountants . To the Company’s knowledge, Singer Lewak
Greenbaum & Goldstein LLP are independent accountants as
required by the Securities Act and the rules and regulations
promulgated thereunder.
(t)
Contracts . The contracts described in the Exchange Act
Documents that are material to the Company are in full force and
effect on the date hereof, and neither the Company nor, to the
Company's knowledge, any other party to such contracts is in breach
of or default under any of such contracts which breach or default
would have a Material Adverse Effect. The Company has filed with
the SEC all contracts and agreements required to be filed by the
Exchange Act.
(u)
Taxes . Except as such would not have a Material Adverse
Effect, the Company has filed all necessary federal, state and
foreign income and franchise tax returns when due (or obtained
appropriate extensions for filing) and has paid or accrued all
taxes shown as due thereon, and the Company has no knowledge of a
tax deficiency which has been or might be asserted or threatened
against it which would have a Material Adverse Effect.
(v) Transfer
Taxes . On the Closing Date, all stock transfer or other taxes
(other than income taxes) which are required to be paid in
connection with the sale and transfer of the Notes to be sold to
each Purchaser hereunder will be, or will have been, fully paid or
provided for by the Company and all laws imposing such taxes will
be or will have been fully complied with. Upon the issuance of the
Shares pursuant to the Notes, all stock transfer or other taxes
(other than income taxes) which are required to be paid in
connection therewith will be, or will have been, fully paid or
provided for by the Company and all laws imposing such taxes will
be or will have been fully complied with.
(w) Private
Offering; No General Solicitation . Assuming the correctness of
the representations and warranties of each Purchaser, set forth in
Section 4 hereof, and of the Placement Agent, set forth in a
certificate to the Company and its counsel in connection herewith,
the offer and sale of Notes hereunder is, and the issuance of the
Shares under the Notes will be, exempt from registration under the
Securities Act. The Company has not distributed and will not
distribute prior to the Closing Date any offering material in
connection with this Offering and sale of the Notes other than the
Transaction Documents. The Company has not in the past nor will it
hereafter take any action independent of the placement agent to
sell, offer for sale or solicit offers to buy any securities of the
Company which would bring the offer, issuance or sale of the Notes
as contemplated by this Agreement, or the issuance of the Shares
pursuant to the Notes, within the provisions of Section 5 of the
Securities Act, unless such offer, issuance or sale was or shall be
within the exemptions of Section 4 of the Securities Act. Neither
the Company nor any person acting on behalf of the Company (other
than the Placement Agent, as to whom the Company makes no
representation or warranty) has offered or sold any of the Notes by
any form of general solicitation or general advertising. The
Company has offered the Notes for sale only to each Purchaser and
certain other accredited investors within the meaning of Rule 501
under the Securities Act. The Company has no intention of making,
and will not make, an offer or sale of any securities, for a period
of six months after the date of this Agreement, which would be
required to be integrated into this Offering in a manner that would
require the registration under the Securities Act of any of the
Notes or the Shares, except for the offering of Notes as
contemplated by the Agreements.
(x) Controls
and Procedures . The Company is in material compliance with all
provisions of the Sarbanes-Oxley Act of 2002 which are applicable
to it as of the Closing Date. The Company has established and
maintains an effective system of internal control over financial
reporting (as such term is defined in the Exchange Act ) regarding
the reliability of financial reporting and preparation of financial
statements for external purposes in accordance with GAAP and
includes policies and procedures that (i) pertain to maintenance of
records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the issuer; (ii)
provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, and that receipts and expenditures of the
issuer are being made only in accordance with authorizations of
management and directors of the issuer; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the issuer’s
assets that could have a material adverse effect on the financial
statements. The Company has established and maintains disclosure
controls and procedures (as defined in Exchange Act) that are
effective in ensuring that information required to be disclosed by
the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and
forms, including, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Act is
accumulated and communicated to the Company’s management,
including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. The Company’s
certifying officers have evaluated the effectiveness of the
Company’s disclosure controls and procedures and presented in
the applicable Exchange Act Documents their conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the periods covered by such Exchange Act Documents based on
such evaluation. Since the last such evaluation date, 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, and no significant deficiencies or
material weaknesses in internal controls over financial reporting,
or other factors that could significantly affect the
Company’s internal control over financial reporting, have
been identified.
(y)
Transactions With Affiliates . Except as set forth on
Schedule 3(y) or as contemplated in this Agreement, there
are no obligations of the Company to officers, directors,
stockholders or employees of the Company other than (i) for payment
of salary for services rendered and for bonus payments; (ii)
reimbursements for reasonable expenses incurred on behalf of the
Company; (iii) for other standard employee benefits made generally
available to all employees (including stock option agreements
outstanding under any stock option plan approved by the Board of
Directors of the Company); and (iv) obligations listed in the
Company’s financial statements. Except as described above or
on Schedule 3(y) , none of the officers, directors or, to
the best of the Company’s knowledge, key employees or
stockholders of the Company or any members of their immediate
families, are indebted to the Company, individually or in the
aggregate, in excess of $120,000 or have any direct or indirect
ownership interest in any firm or corporation with which the
Company is affiliated or with which Company has a business
relationship, or any firm or corporation which competes with the
Company, other than passive investments in publicly traded
companies (repres
