ANY FILING WITH OR NOTIFICATION TO, ANY
GOVERNMENTAL AUTHORITY.
4.4
OWNERSHIP AND ISSUANCE OF PURCHASED SHARES.
THE PURCHASED SHARES
BEING PURCHASED BY BUYER HEREUNDER, WHEN ISSUED, SOLD, AND DELIVERED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR THE CONSIDERATION EXPRESSED
HEREIN, WILL BE DULY AND VALIDLY ISSUED, FULLY PAID, AND NONASSESSABLE, AND WILL
BE FREE OF RESTRICTIONS ON TRANSFER OTHER THAN RESTRICTIONS ON TRANSFER UNDER
THIS AGREEMENT AND THE STOCKHOLDERS AGREEMENT AND UNDER APPLICABLE STATE AND
FEDERAL SECURITIES LAWS.
3
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties to the Company:
5.1
AUTHORIZATION.
BUYER HAS FULL RIGHT, AUTHORITY AND POWER TO ENTER
INTO THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED BY
BUYER IN CONNECTION HEREWITH AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY.
ALL ACTION ON THE PART OF BUYER NECESSARY FOR
AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
ALL BUYER'S OBLIGATIONS HEREUNDER HAS BEEN TAKEN AND NO OTHER PROCEEDINGS ON THE
PART OF BUYER ARE NECESSARY TO AUTHORIZE THIS AGREEMENT OR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
THIS AGREEMENT, WHEN EXECUTED AND DELIVERED
BY THE COMPANY, SHALL CONSTITUTE A VALID AND LEGALLY BINDING OBLIGATION OF BUYER
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAWS AFFECTING
CREDITORS; RIGHTS AND REMEDIES GENERALLY, AND SUBJECT, AS TO ENFORCEABILITY, TO
GENERAL PRINCIPLES OF EQUITY, INCLUDING PRINCIPLES OF COMMERCIAL REASONABLENESS,
GOOD FAITH AND FAIR DEALING (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A
PROCEEDING AT LAW OR IN EQUITY).
5.2
NO CONFLICTS.
NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE BY
BUYER OF THIS AGREEMENT NOR THE CONSUMMATION BY BUYER OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL, WITH OR WITHOUT THE GIVING OF NOTICE OR THE LAPSE OF
TIME OR BOTH, (I) VIOLATE ANY LAW OR OTHER RESTRICTION OF ANY GOVERNMENTAL
AUTHORITY OR COURT TO WHICH BUYER MAY BE SUBJECT OR (II) CONFLICT WITH, RESULT
IN A BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION OF ANY
RIGHT OR OBLIGATION UNDER, CREATE IN ANY PARTY THE RIGHT TO ACCELERATE,
TERMINATE, MODIFY, CANCEL OR REQUIRE ANY NOTICE OR CONSENT UNDER, ANY CONTRACT
TO WHICH BUYER IS A PARTY OR WHICH ANY OF BUYER'S PROPERTIES OR ASSETS IS
SUBJECT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY BUYER DOES NOT, AND
THE PERFORMANCE OF THIS AGREEMENT BY BUYER AND THE CONSUMMATION BY BUYER OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT, REQUIRE ANY CONSENT, APPROVAL,
AUTHORIZATION OR PERMIT OF, OR ANY FILING WITH OR NOTIFICATION TO, ANY
GOVERNMENTAL AUTHORITY.
5.3
ACQUISITION FOR OWN ACCOUNT.
THE PURCHASED SHARES WILL BE
ACQUIRED BY BUYER HEREUNDER FOR INVESTMENT FOR BUYER'S OWN ACCOUNT, NOT AS A
NOMINEE OR AGENT, AND NOT WITH A VIEW TO THE PUBLIC RESALE OR DISTRIBUTION
THEREOF INSIDE THE UNITED STATES WITHIN THE MEANING OF THE SECURITIES ACT.
BUYER HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY PARTICIPATION IN, OR
OTHERWISE DISPOSING OF THE PURCHASED SHARES, IN EACH CASE OTHER THAN