DECREE APPLICABLE TO SUCH INVESTOR OR ANY OF ITS RESPECTIVE PROPERTIES OR
ASSETS EXCEPT IN THE CASE OF CLAUSES (I)(B) AND (II) FOR SUCH VIOLATIONS,
CONFLICTS AND BREACHES AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE INVESTOR.
(3)
OTHER THAN THE SECURITIES OR BLUE SKY LAWS OF THE VARIOUS STATES,
NO MATERIAL NOTICE TO, REGISTRATION, DECLARATION OR FILING WITH, EXEMPTION OR
REVIEW BY, OR AUTHORIZATION, ORDER, CONSENT OR APPROVAL OF, ANY GOVERNMENTAL
ENTITY, OR EXPIRATION OR TERMINATION OF ANY STATUTORY WAITING PERIOD, IS
NECESSARY FOR THE CONSUMMATION BY THE INVESTOR OF THE TRANSACTIONS SET FORTH IN
THIS AGREEMENT.
(C)
PURCHASE FOR INVESTMENT.
THE INVESTOR ACKNOWLEDGES THAT THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE
SECURITIES LAWS.
THE INVESTOR (1) IS ACQUIRING THE SECURITIES PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT FOR ITS OWN ACCOUNT SOLELY
FOR INVESTMENT WITH NO PRESENT INTENTION OR PLAN TO DISTRIBUTE ANY OF THE
SECURITIES TO ANY PERSON NOR WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF, (2) WILL NOT SELL OR OTHERWISE DISPOSE OF ANY OF THE
SECURITIES, EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OR EXEMPTION
PROVISIONS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS,
(3) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND IN
INVESTMENTS OF THIS TYPE THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS
OF ITS INVESTMENT IN THE SECURITIES AND OF MAKING AN INFORMED INVESTMENT
DECISION, AND (4) IS AN "ACCREDITED INVESTOR" (AS THAT TERM IS DEFINED BY
RULE 501 OF THE SECURITIES ACT).
WITHOUT
25
LIMITING ANY OF THE FOREGOING, NEITHER THE INVESTOR NOR ANY OF ITS AFFILIATES
HAS TAKEN, AND THE INVESTOR WILL NOT, AND WILL CAUSE ITS AFFILIATES NOT TO, TAKE
ANY ACTION THAT WOULD OTHERWISE CAUSE THE SECURITIES TO BE SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(D)
OWNERSHIP.
AS OF THE DATE OF THIS AGREEMENT, THE INVESTOR IS NOT
THE OWNER OF RECORD OR THE BENEFICIAL OWNER OF SHARES OF COMMON STOCK,
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK, OR ANY OTHER
EQUITY OR EQUITY-LINKED SECURITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY.
(E)
FINANCIAL CAPABILITY.
THE INVESTOR HAS IMMEDIATELY AVAILABLE
FUNDS NECESSARY TO CONSUMMATE THE CLOSING, AS OF THE DATE OF THE CLOSING, ON THE
TERMS AND CONDITIONS CONTEMPLATED BY THIS AGREEMENT.
(F)
KNOWLEDGE AS TO CONDITIONS.
AS OF THE DATE OF THIS AGREEMENT,
THE INVESTOR KNOWS OF NO REASON WHY ANY REGULATORY APPROVALS AND, TO THE EXTENT
NECESSARY, ANY OTHER APPROVALS, AUTHORIZATIONS, FILINGS, REGISTRATIONS, AND
NOTICES REQUIRED OR OTHERWISE A CONDITION TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS CANNOT, OR SHOULD NOT, BE
OBTAINED.
(G)
BROKERS AND FINDERS.
NEITHER THE INVESTOR NOR ITS AFFILIATES OR
ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS OR EMPLOYEES HAS EMPLOYED ANY BROKER
OR FINDER OR INCURRED ANY LIABILITY FOR ANY FINANCIAL ADVISORY FEES, BROKERAGE
FEES, COMMISSIONS OR FINDER'S FEES, AND NO BROKER OR