THE APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER, AND (III) ANY SUCH CONSENT,
APPROVAL, AUTHORIZATION, PERMIT, FILING OR NOTIFICATION THE FAILURE OF WHICH TO
MAKE OR OBTAIN WOULD NOT REASONABLY BE EXPECTED TO HAVE A PURCHASER MATERIAL
ADVERSE EFFECT.
4.4
NO BROKERS.
NONE OF THE PURCHASER OR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, HOLDERS OF SHARES OR AFFILIATES, HAS EMPLOYED OR MADE, OR
WILL ENTER INTO OR MAKE, ANY AGREEMENT, CONTRACT, ARRANGEMENT OR UNDERSTANDING
WITH ANY BROKER, FINDER OR SIMILAR AGENT OR ANY PERSON THAT WILL RESULT IN ANY
LIABILITY OF THE COMPANY OR ANY OF ITS AFFILIATES, FOR ANY FINDER'S FEE,
BROKERAGE FEE OR COMMISSION OR SIMILAR PAYMENT IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY NOR IS THERE ANY CLAIM BY ANY PERSON, OR TO THE
KNOWLEDGE OF THE PURCHASER, ANY BASIS FOR A CLAIM BY ANY PERSON FOR ANY SUCH
FINDER'S FEE, BROKERAGE FEE OR COMMISSION OR SIMILAR PAYMENT.
4.5
INVESTMENT PURPOSE.
THE PURCHASER IS ACQUIRING THE COMMON STOCK
SOLELY FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO, OR FOR OFFER OR
SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.
4.6
SOPHISTICATION AND FINANCIAL CONDITION OF THE PURCHASER.
THE
PURCHASER (A) IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF REGULATION D
PROMULGATED UNDER THE SECURITIES ACT, (B) IS A SOPHISTICATED INVESTOR AND,
(C) BY VIRTUE OF ITS BUSINESS OR FINANCIAL EXPERIENCE, IS CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE INVESTMENT IN THE SHARES. THE PURCHASER HAS BEEN
PROVIDED AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE PURCHASE OF THE SHARES CONTEMPLATED HEREBY. THE PURCHASER IS
ABLE TO BEAR THE ECONOMIC RISK OF HOLDING THE SHARES FOR AN INDEFINITE PERIOD
(INCLUDING TOTAL LOSS OF ITS INVESTMENT), AND (EITHER ALONE OR TOGETHER WITH ITS
ADVISORS) HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISK OF ITS INVESTMENT.
4.7
FINANCING.
THE PURCHASER HAS, OR WILL HAVE AS OF THE CLOSING,
SUFFICIENT CASH, AVAILABLE LINES OF CREDIT OR OTHER SOURCES OF IMMEDIATELY
AVAILABLE FUNDS TO ENABLE IT TO MAKE PAYMENT OF THE AGGREGATE PURCHASE PRICE
HEREUNDER.
4.8
OWNERSHIP.
NEITHER THE PURCHASER NOR ANY OF ITS SUBSIDIARIES HAS
BENEFICIAL OWNERSHIP OF ANY SHARES OF COMMON STOCK EXCEPT FOR SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY EMPLOYEE BENEFIT PLANS OF THE PURCHASER OR ITS
AFFILIATES IN THE ORDINARY COURSE OF BUSINESS.
14
ARTICLE V.
ADDITIONAL AGREEMENTS OF THE PURCHASER AND THE COMPANY
5.1
REASONABLE BEST EFFORTS; CONSENTS AND GOVERNMENTAL APPROVALS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, EACH OF THE
PARTIES HERETO AGREES TO USE ITS REASONABLE BEST EFFORTS TO TAKE, OR CAUSE TO BE
TAKEN, ALL APPROPRIATE ACTION, AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS TO CONSUMMATE AND MAKE
EFFECTIVE, IN THE MOST EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS
CONTEMPLATED