MAY BE DEEMED TO BE AN UNDERWRITER
(AS THAT TERM IS DEFINED IN THE SECURITIES ACT) MAY REQUIRE COMPLIANCE WITH SOME
OTHER EXEMPTION UNDER THE SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SEC
THEREUNDER; AND
(C)
EXCEPT FOR REGISTRATION PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT REFERRED TO IN SECTION 5.5 HEREOF, NEITHER THE COMPANY NOR ANY OTHER
PERSON IS UNDER ANY OBLIGATION TO REGISTER FOR RESALE ANY SECURITIES UNDER THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND
CONDITIONS OF ANY EXEMPTION THEREUNDER.
3.6
LEGENDS.
(A)
THE PURCHASER UNDERSTANDS THE CERTIFICATE OR CERTIFICATES
REPRESENTING THE SECURITIES WILL BEAR A RESTRICTIVE LEGEND IN SUBSTANTIALLY THE
FOLLOWING FORM (AND A STOP-TRANSFER ORDER MAY BE PLACED AGAINST TRANSFER OF THE
CERTIFICATES FOR SUCH SECURITIES):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR
UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, THE COMPANY SHALL BE ENTITLED TO
REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT
CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH THE SECURITIES WERE ISSUED.
6
3.7
ORGANIZATION AND QUALIFICATION.
THE PURCHASER IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF FRANCE, WITH THE
CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED.
3.8
AUTHORIZATION; ENFORCEMENT.
THE PURCHASER HAS ALL REQUISITE
CORPORATE POWER AND AUTHORITY TO ENTER INTO AND TO PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE PURCHASER AND THE
CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY
AUTHORIZED BY THE PURCHASER'S CONSEIL D'ADMINISTRATION AND NO FURTHER CONSENT OR
AUTHORIZATION OF THE PURCHASER, ITS CONSEIL D'ADMINISTRATION OR ITS STOCKHOLDERS
IS REQUIRED.
THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE PURCHASER AND
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE PURCHASER ENFORCEABLE
AGAINST THE PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY
BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, OR MORATORIUM
OR SIMILAR LAWS AFFECTING CREDITORS' AND CONTRACTING PARTIES' RIGHTS GENERALLY
AND EXCEPT AS ENFORCEABILITY MAY BE SUBJECT TO GENERAL PRINCIPLES OF EQUITY AND
EXCEPT AS RIGHTS TO INDEMNITY AND CONTRIBUTION MAY BE LIMITED BY STATE OR
FEDERAL SECURITIES LAWS OR PUBLIC POLICY UNDERLYING SUCH LAWS.
3.9
NO CONFLICTS; GOVERNMENT CONSENTS AND PERMITS.
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
PURCHASER AND THE CONSUMMATION BY THE PURCHASER OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT (I) CONFLICT WITH OR RESULT IN A VIOLATION OF ANY PROVISION OF