PROCEEDING PENDING OR, TO ITS KNOWLEDGE, THREATENED AGAINST THE SELLER
THAT CHALLENGES, OR HAS THE EFFECT OF INTERFERING WITH, THE VALIDITY OR LEGALITY
OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
3
2.7
RESTRICTED SECURITIES. THE SHARES ARE RESTRICTED SECURITIES, AS
DEFINED IN RULE 144(A)(3) OF THE SECURITIES ACT. OCM PRINCIPAL OPPORTUNITIES
FUND, L.P. HAS ACQUIRED AND FULLY PAID FOR THE SHARES. OCM PRINCIPAL
OPPORTUNITIES FUND, L.P. (I) WAS AN ACCREDITED INVESTOR, AS DEFINED IN RULE 501
OF THE SECURITIES ACT, ON THE DATE THAT IT ACQUIRED THE SHARES, AND
(II) ACQUIRED THE SHARES AS PRINCIPAL FOR INVESTMENT FOR ITS OWN ACCOUNT AND NOT
WITH A VIEW TO ANY DISTRIBUTION OR RESALE OF THE SHARES IN VIOLATION OF THE
SECURITIES ACT.
2.8
EXEMPTION FROM REGISTRATION. ASSUMING THE ACCURACY OF THE BUYER'S
REPRESENTATIONS AND WARRANTIES IN SECTIONS 3.6 AND 3.7, THE SHARES ARE BEING
OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
2.9
MANNER OF OFFERING. IN CONNECTION WITH THE OFFER AND SALE OF THE
SHARES, NEITHER THE SELLER, ANY AFFILIATE OF THE SELLER NOR ANY PERSON ACTING ON
THE SELLER'S OR SUCH AFFILIATES' BEHALF HAS ENGAGED IN ANY FORM OF GENERAL
SOLICITATION OR GENERAL ADVERTISING, AS THOSE TERMS ARE USED IN RULE 502(C) OF
THE SECURITIES ACT.
2.10
INDEPENDENT ANALYSIS.
2.10.1
THE SELLER IS AN ACCREDITED INVESTOR, AS DEFINED IN RULE 501 OF THE
SECURITIES ACT.
2.10.2
THE SELLER ACKNOWLEDGES THAT THE BUYER HAS NOT RENDERED ANY OPINION
OR EXPRESSED ANY VIEW TO THE SELLER AS TO WHETHER THE SALE OF THE SHARES IS
PRUDENT OR SUITABLE, AND THE SELLER IS NOT RELYING ON ANY REPRESENTATION OR
WARRANTY BY THE BUYER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
2.10.3
THE SELLER IS A SOPHISTICATED INVESTOR WITH RESPECT TO THE SHARES
AND THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IT HAS ADEQUATE
INFORMATION CONCERNING THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE),
PROSPECTS AND PLANS OF THE BUYER AND ITS AFFILIATES, AND UNDERSTANDS THE
DISADVANTAGES TO WHICH IT MAY BE SUBJECT ON ACCOUNT OF THE DISPARITY OF
INFORMATION AS BETWEEN THE PARTIES. THE SELLER ACKNOWLEDGES, BY REASON OF ITS
BUSINESS AND FINANCIAL EXPERIENCE, THAT IT IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF THE SALE OF THE SHARES AND OF PROTECTING ITS OWN INTERESTS IN
CONNECTION WITH SALE OF THE SHARES.
2.10.4
THE SELLER ACKNOWLEDGES THAT THE BUYER MAY POSSESS MATERIAL
NON-PUBLIC INFORMATION NOT KNOWN TO THE SELLER REGARDING OR RELATING TO THE
BUYER OR THE SHARES, INCLUDING, BUT NOT LIMITED TO, INFORMATION CONCERNING THE
BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), PROSPECTS OR PLANS OF THE BUYER.
THE SELLER FURTHER ACKNOWLEDGES THAT NEITHER THE BUYER NOR ANY OF ITS AFFILIATES
SHALL HAVE ANY LIABILITY WHATSOEVER (AND THE SELLER HEREBY WAIVES AND RELEASES
ALL CLAIMS THAT IT MAY OTHERWISE HAVE) WITH RESPECT TO THE NONDISCLOSURE OF ANY
SUCH INFORMATION, WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT. IN THIS
REGARD, THE SELLER ACKNOWLEDGES THAT THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
CONSUMMATED DURING THE "BLACKOUT PERIOD"