NOT MISLEADING.
3.2
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.
EACH INVESTOR HEREBY,
FOR ITSELF AND FOR NO OTHER INVESTOR, REPRESENTS AND WARRANTS TO THE COMPANY AS
FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
IF APPLICABLE, SUCH INVESTOR IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE APPLICABLE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS THEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
INVESTOR OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR, IF SUCH INVESTOR IS NOT A CORPORATION,
SUCH PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER APPLICABLE LIKE ACTION, ON
THE PART OF SUCH INVESTOR.
EACH OF THIS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT HAS BEEN DULY EXECUTED BY SUCH INVESTOR, AND WHEN DELIVERED BY SUCH
INVESTOR IN ACCORDANCE WITH TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY
BINDING OBLIGATION OF SUCH INVESTOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS
RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND
REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(B)
INVESTMENT INTENT.
SUCH INVESTOR IS ACQUIRING THE SECURITIES AS PRINCIPAL
FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF, WITHOUT
PREJUDICE, HOWEVER, TO SUCH INVESTOR'S RIGHT AT ALL
13
times to sell or otherwise dispose of all or any part of such Securities in
compliance with applicable federal and state securities laws.
Subject to the
immediately preceding sentence, nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Securities for any
period of time.
Such Investor is acquiring the Securities hereunder in the
ordinary course of its business. Such Investor does not have any agreement or
understanding, directly or indirectly, with any Person to distribute any of the
Securities.
(C)
INVESTOR STATUS.
AT THE TIME SUCH INVESTOR WAS OFFERED THE SECURITIES, IT
WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) UNDER THE SECURITIES ACT.
SUCH INVESTOR IS NOT A REGISTERED
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION.
SUCH INVESTOR IS NOT PURCHASING THE SECURITIES AS A
RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION REGARDING
THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER
GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(E)
ACCESS TO INFORMATION.
SUCH INVESTOR ACKNOWLEDGES THAT IT HAS REVIEWED
THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED (I) THE OPPORTUNITY TO ASK SUCH
QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE SHARES AND THE MERITS