ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
CERTAIN TRADING ACTIVITIES.
SUCH
INVESTOR HAS NOT DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF
OR PURSUANT TO ANY UNDERSTANDING WITH SUCH INVESTOR, ENGAGED IN ANY TRANSACTIONS
IN THE SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATIONS, ANY SHORT
SALES INVOLVING THE COMPANY'S SECURITIES) SINCE THE EARLIER TO OCCUR OF (1) THE
TIME THAT SUCH INVESTOR WAS FIRST CONTACTED BY THE COMPANY OR PLACEMENT AGENT
ENGAGED BY THE COMPANY REGARDING AN INVESTMENT IN THE COMPANY AND (2) THE 20TH
TRADING DAY PRIOR TO THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE PUBLICLY DISCLOSED BY THE COMPANY.
SUCH INVESTOR COVENANTS THAT
NEITHER IT NOR ANY PERSON ACTING ON ITS BEHALF OR PURSUANT TO ANY UNDERSTANDING
WITH IT WILL ENGAGE IN ANY TRANSACTIONS IN THE SECURITIES OF THE COMPANY
(INCLUDING SHORT SALES) PRIOR TO THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT ARE PUBLICLY DISCLOSED.
NOTWITHSTANDING THE FOREGOING, IN THE
CASE OF AN INVESTOR THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY SEPARATE
PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH INVESTOR'S ASSETS AND THE
PORTFOLIO MANAGERS HAVE NO ACTUAL KNOWLEDGE OF THE INVESTMENT DECISIONS MADE BY
THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH INVESTOR'S ASSETS, THE
REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE PORTION OF
ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT DECISION TO
PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
IN ADDITION, SUCH INVESTOR
HAS NO "BORROW" WITH RESPECT TO THE SECURITIES OF THE COMPANY, NOR HAS SUCH
INVESTOR ENTERED INTO ANY AGREEMENT TO "BORROW" WITH RESPECT TO THE SECURITIES
OF THE COMPANY.
(G)
INDEBTEDNESS.
FOLLOWING THE CLOSING, THE
COMPANY WILL NOT OWE ANY INVESTOR OR ANY OF ITS AFFILIATES ANY AMOUNTS IN
RESPECT OF BORROWED MONEY.
(H)
INDEPENDENT INVESTMENT DECISION.
SUCH
INVESTOR HAS INDEPENDENTLY EVALUATED THE MERITS OF ITS DECISION TO PURCHASE
SECURITIES PURSUANT TO THIS AGREEMENT, AND SUCH
19
INVESTOR CONFIRMS THAT IT HAS NOT RELIED ON THE ADVICE OF ANY OTHER INVESTOR'S
BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH DECISION.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO INVESTOR HAS MADE OR MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS SECTION 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
(A)
THE
SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE AND FEDERAL
SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF THE SECURITIES OTHER THAN
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, TO THE COMPANY, TO AN AFFILIATE
OF AN INVESTOR OR IN CONNECTION WITH A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B),
THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN
OPINION OF COUNSEL SELECTED BY THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH
OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED SECURITIES UNDER THE
SECURITIES ACT.
(B)