ANY
PERSON ACTING ON ITS BEHALF OR AT ITS DIRECTION HAS TAKEN ANY ACTION TO SELL,
OFFER FOR SALE OR SOLICIT OFFERS TO BUY ANY SECURITIES OF THE COMPANY THAT WOULD
(I) BRING THE OFFER OR SALE OF THE SHARES AS CONTEMPLATED BY THIS AGREEMENT
WITHIN THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT IN A MANNER THAT WOULD
REQUIRE THE REGISTRATION OF THE SALE OF THE SHARES UNDER THE SECURITIES ACT, OR
(II) CAUSE THE OFFER OR SALE OF THE SHARES AS CONTEMPLATED BY THIS AGREEMENT TO
BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY SUCH THAT THE COMPANY WOULD BE
REQUIRED TO OBTAIN STOCKHOLDER APPROVAL PURSUANT TO THE RULES AND REGULATIONS OF
ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH ANY OF THE SECURITIES OF THE
COMPANY ARE LISTED OR DESIGNATED.
3.19
RELATED PARTY TRANSACTIONS. EXCEPT AS DISCLOSED IN
THE SEC FILINGS, NO TRANSACTION HAS OCCURRED BETWEEN OR AMONG THE COMPANY, ANY
SUBSIDIARY OR ANY OF SUCH ENTITIES' AFFILIATES, OFFICERS OR DIRECTORS OR ANY
AFFILIATE OR AFFILIATES OF ANY SUCH OFFICER OR DIRECTOR THAT IS OR, TO THE
KNOWLEDGE OF THE COMPANY, WITH THE PASSAGE OF TIME, WILL BE REQUIRED TO BE
DISCLOSED PURSUANT TO SECTION 13, 14 OR 15(D) OF THE EXCHANGE ACT.
3.20
VALID PRIVATE PLACEMENT. SUBJECT TO THE ACCURACY OF
THE PURCHASER'S REPRESENTATIONS IN SECTION 4.3, THE COMPANY IS ENTITLED TO RELY
ON AN EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT IN ITS
SALE AND ISSUANCE OF SHARES TO THE PURCHASER PURSUANT TO THE TERMS OF THIS
AGREEMENT.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
The Purchaser hereby represents and warrants to and agrees with the Company as
follows:
4.1
ORGANIZATION. THE PURCHASER IS DULY ORGANIZED
AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF MINNESOTA. THE PURCHASER HAS
THE REQUISITE POWER AND AUTHORITY TO ENTER INTO THE STOCK AGREEMENTS AND TO
CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
4.2
AUTHORITY.
4.2.1
THE EXECUTION AND DELIVERY OF THE STOCK AGREEMENTS, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN
AUTHORIZED BY ALL NECESSARY COMPANY ACTION ON BEHALF OF THE PURCHASER AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE PURCHASER, EXCEPT AS
SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING OR RELATING TO CREDITORS' RIGHTS GENERALLY, AND
GENERAL PRINCIPLES OF EQUITY.
4.2.2
SUBJECT TO COMPLIANCE WITH THE HSR ACT, TO THE EXTENT APPLICABLE
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NO CONSENT, APPROVAL, ORDER
OR AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR FILING WITH, ANY
GOVERNMENTAL ENTITY IS REQUIRED BY OR WITH RESPECT TO THE PURCHASER IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT THAT THE FILING OF ONE (1) OR
MORE NOTIFICATION AND REPORT
9
FORMS UNDER THE HSR ACT MAY BE REQUIRED WITH RESPECT TO THE ACQUISITION BY THE
PURCHASER OF THE SHARES, AND EXCEPT FOR (I) SUCH CONSENTS, APPROVALS, ORDERS,
AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS AND FILINGS