IN
CONNECTION WITH OR UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.4
LACK OF OWNERSHIP OF COMPANY COMMON STOCK.
EXCEPT AS
CONTEMPLATED BY THIS AGREEMENT, NEITHER EGI-TRB, NOR ANY OF ITS SUBSIDIARIES NOR
GUARANTOR BENEFICIALLY OWNS OR, SINCE DECEMBER 31, 2006 HAS BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY, ANY SHARES OF COMPANY COMMON STOCK OR OTHER SECURITIES
CONVERTIBLE INTO, EXCHANGEABLE INTO OR EXERCISABLE FOR SHARES OF COMPANY COMMON
STOCK.
EXCEPT FOR THE VOTING AND PROXY AGREEMENTS ENTERED INTO IN CONNECTION
WITH, AND CONTEMPLATED BY, THE MERGER AGREEMENT, THERE ARE NO VOTING TRUSTS OR
OTHER AGREEMENTS OR UNDERSTANDINGS TO WHICH EGI-TRB, ANY OF ITS SUBSIDIARIES OR
GUARANTOR IS A PARTY WITH RESPECT TO THE VOTING OF THE CAPITAL STOCK OR OTHER
EQUITY INTEREST OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
8
SECTION 4.5
ACCREDITED INVESTOR.
(A)
EACH OF EGI-TRB AND GUARANTOR IS A FINANCIALLY SOPHISTICATED
INVESTOR AND IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 OF REGULATION D
UNDER THE SECURITIES ACT) THAT IS EXPERIENCED IN FINANCIAL MATTERS.
EACH OF
EGI-TRB AND GUARANTOR UNDERSTANDS THAT THE SECURITIES PURCHASED HEREUNDER HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT.
(B)
EGI-TRB IS AWARE THAT IT MUST BEAR THE ECONOMIC RISK OF THE
INVESTMENT CONTEMPLATED BY THIS AGREEMENT FOR AN INDEFINITE PERIOD OF TIME
SINCE, IN THE VIEW OF THE SECURITIES AND EXCHANGE COMMISSION, THE STATUTORY
BASIS FOR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WOULD NOT BE
PRESENT IF SUCH REPRESENTATION MEANT MERELY THAT THE PRESENT INTENTION OF
EGI-TRB IS TO HOLD THESE SECURITIES FOR A DEFERRED SALE OR FOR ANY FIXED PERIOD
IN THE FUTURE.
EGI-TRB CAN AFFORD TO BEAR SUCH ECONOMIC RISK AND CAN AFFORD TO
SUFFER THE COMPLETE LOSS OF ITS INVESTMENT HEREUNDER.
(C)
EGI-TRB IS PURCHASING THE SECURITIES TO BE PURCHASED HEREUNDER
(INCLUDING SECURITIES TO BE ACQUIRED ON EXERCISE OR EXCHANGE OF SECURITIES
PURCHASED HEREUNDER) FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, THE DISTRIBUTION OR OTHER
DISPOSITION THEREOF OR WITH ANY PRESENT INTENTION OF DISTRIBUTING OR RESELLING
ANY PORTION THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY OTHER APPLICABLE
SECURITIES LAW.
(D)
EGI-TRB ACKNOWLEDGES THAT (I) IT HAS BEEN PROVIDED WITH SUCH
INFORMATION AS IT DEEMS NECESSARY TO EVALUATE THE MERITS AND RISKS OF INVESTING
IN THE SECURITIES CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
FINANCIAL AND OTHER INFORMATION REGARDING THE COMPANY), (II) HAS READ AND
UNDERSTANDS THE RESTRICTIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, AND
(III) HAS BEEN AFFORDED THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT DEEMED
NECESSARY, AND TO RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY
CONCERNING THE MERITS AND RISK OF INVESTING IN SUCH SECURITIES.
SECTION 4.6
NO ADDITIONAL REPRESENTATIONS.
(A)
EACH OF EGI-TRB AND GUARANTOR ACKNOWLEDGES THAT IT AND ITS
OFFICERS, EMPLOYEES, ACCOUNTANTS, CONSULTANTS, LEGAL COUNSEL, FINANCIAL
ADVISORS, PROSPECTIVE FINANCING SOURCES AND AGENTS AND OTHER REPRESENTATIVES
(COLLECTIVELY, "REPRESENTATIVES") HAVE RECEIVED ACCESS TO SUCH BOOKS AND
RECORDS, FACILITIES, EQUIPMENT, CONTRACTS AND OTHER ASSETS OF THE COMPANY WHICH