IN A
TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.
5.4
DISCLOSURE OF INFORMATION.
BUYER HAS HAD FULL ACCESS TO ALL
INFORMATION (INCLUDING, WITHOUT LIMITATION, INFORMATION CONCERNING THE COMPANY
AND ITS SUBSIDIARIES) WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
BUYER ACKNOWLEDGES THAT BUYER HAS RECEIVED AND/OR REVIEWED ALL
INFORMATION TO THE EXTENT THAT IS HAS DEEMED NECESSARY AND HAS CONDUCTED ITS OWN
INVESTIGATION AND,
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SET FORTH IN ARTICLE IV HEREOF, IS NOT RELYING UPON ANY DISCLOSURE BY THE
COMPANY OR ANY OTHER PERSON.
4
5.5
INVESTMENT EXPERIENCE.
BUYER UNDERSTANDS THAT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT INVOLVE SUBSTANTIAL RISK.
BUYER IS AN
"ACCREDITED INVESTOR", AS SUCH TERM IS DEFINED IN RULE 501(A) OF REGULATION D
UNDER THE SECURITIES ACT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
BUYER HAS EXPERIENCE AS AN INVESTOR AND ACKNOWLEDGES THAT IT IS ABLE TO FEND FOR
ITSELF, CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE PURCHASED SHARES,
INCLUDING THE TOTAL LOSS OF SUCH INVESTMENT, FOR AN INDEFINITE PERIOD OF TIME,
AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT
IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE PURCHASED
SHARES AND PROTECTING ITS OWN INTERESTS IN CONNECTION WITH SUCH INVESTMENT.
5.6
RESTRICTED SECURITIES.
BUYER UNDERSTANDS THAT THE PURCHASED
SHARES ARE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE SECURITIES ACT
INASMUCH AS THEY ARE BEING ACQUIRED BY BUYER HEREUNDER IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING, AND THAT THE PURCHASED SHARES MAY BE RESOLD WITHOUT
REGISTRATION UNDER THE SECURITIES ACT ONLY IN CERTAIN LIMITED CIRCUMSTANCES.
IN
THIS CONNECTION, BUYER REPRESENTS THAT IT IS FAMILIAR WITH AND UNDERSTANDS THE
RESALE LIMITATIONS IMPOSED BY THE SECURITIES ACT.
BUYER UNDERSTANDS THAT THE
COMPANY HAS NO PRESENT INTENTION, AND IS UNDER NO OBLIGATION, TO REGISTER ANY OF
THE PURCHASED SHARES UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAW.
BUYER FURTHER UNDERSTANDS THAT THE PURCHASED SHARES (TOGETHER WITH ANY
SECURITIES THAT MAY BE ISSUED TO BUYER FROM TIME TO TIME IN RESPECT THEREOF) ARE
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS SECTION 5 AND THE
STOCKHOLDERS AGREEMENT.
ARTICLE VI
GENERAL
6.1
EXPENSES.
EACH OF THE PARTIES WILL BEAR ITS OWN COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.2
AMENDMENT. THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED AT ANY
TIME AND FROM TIME TO TIME WITH AND ONLY WITH AN AGREEMENT OR CONSENT IN WRITING
SIGNED BY THE COMPANY AND BUYER.
6.3
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS HEREUNDER
MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN ONLY IF
(A) DELIVERED PERSONALLY AGAINST WRITTEN RECEIPT, (B) SENT BY FACSIMILE
TRANSMISSION, (C) MAILED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, OR (D) MAILED BY REPUTABLE INTERNATIONAL