Purchaser represents and warrants to the Company as follows:
SECTION 5.01.
ORGANIZATION AND QUALIFICATION.
PURCHASER IS A CORPORATION DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF BARBADOS.
SECTION 5.02.
AUTHORITY RELATIVE TO THIS AGREEMENT.
PURCHASER HAS ALL
NECESSARY CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS BY PURCHASER AND THE CONSUMMATION BY
PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AND
VALIDLY AUTHORIZED AND APPROVED BY THE BOARD OF DIRECTORS OF PURCHASER, AND NO
OTHER CORPORATE PROCEEDINGS ON THE PART OF PURCHASER ARE NECESSARY TO AUTHORIZE
OR APPROVE THIS AGREEMENT OR THE OTHER TRANSACTION
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DOCUMENTS OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THIS AGREEMENT HAS BEEN, AND THE OTHER TRANSACTION DOCUMENTS AGREEMENT WILL,
UPON EXECUTION BE, DULY EXECUTED AND DELIVERED BY PURCHASER AND, ASSUMING THE
DUE AND VALID AUTHORIZATION, EXECUTION AND DELIVERY BY THE COMPANY, CONSTITUTE
VALID AND BINDING OBLIGATIONS OF PURCHASER ENFORCEABLE AGAINST EACH OF THEM IN
ACCORDANCE WITH THEIR TERMS, EXCEPT THAT SUCH ENFORCEABILITY (I) MAY BE LIMITED
BY THE BANKRUPTCY EXCEPTIONS AND (II) IS SUBJECT TO GENERAL PRINCIPLES OF
EQUITY.
SECTION 5.03.
NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(A)
BASED ON THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET OUT IN SECTION 4.03, NONE OF
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS
BY PURCHASER, THE CONSUMMATION BY PURCHASER OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY OR COMPLIANCE BY PURCHASER WITH ANY OF THE PROVISIONS HEREOF
OR THEREOF WILL REQUIRE ANY CONSENT OF ANY GOVERNMENTAL ENTITY OR PERSON WHO IS
NOT A GOVERNMENTAL ENTITY, EXCEPT FOR COMPLIANCE WITH THE HSR ACT, IF REQUIRED.
SECTION 5.04.
FINANCING.
PURCHASER WILL HAVE AVAILABLE FUNDS SUFFICIENT TO
DELIVER THE INITIAL SHARE CONSIDERATION AND THE PURCHASER'S OPTION AT THE
CLOSING.
SECTION 5.05.
BROKERS.
EXCEPT FOR THE ENGAGEMENT OF LAZARD FRERES & CO. LLC,
NONE OF PURCHASER, ANY OF THE OTHER ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS OR EMPLOYEES HAS EMPLOYED ANY BROKER OR FINDER OR INCURRED
ANY LIABILITY FOR ANY BROKERAGE FEES, COMMISSIONS OR FINDER'S FEES IN CONNECTION
WITH HE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.06.
RESTRICTED SECURITIES.
(A)
THE PURCHASER IS AN INVESTOR IN SECURITIES AND ACKNOWLEDGES THAT
IT IS ABLE TO FEND FOR ITSELF, CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT AND
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE COMPANY
COMMON STOCK.
(B)
THE PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SEC RULE 501 OF REGULATION D, AS PRESENTLY IN EFFECT.
(C)
THE PURCHASER UNDERSTANDS THAT THE SHARES OF COMPANY COMMON STOCK
IT IS PURCHASING ARE CHARACTERIZED AS "RESTRICTED
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SECURITIES" UNDER THE FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE BEING
ACQUIRED FROM AN "AFFILIATE" (AS DEFINED IN SEC RULE 144) OF THE COMPANY