OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS DO NOT, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND COMPLIANCE
WITH THE PROVISIONS OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS WILL NOT,
CONFLICT WITH, OR RESULT IN ANY DEFAULT UNDER, OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR TO THE LOSS OF A
BENEFIT UNDER, OR RESULT IN THE AMENDMENT OF ANY TERM OR PROVISION OF OR THE
CREATION OF ANY LIEN UPON ANY OF THE ASSETS OF SUCH STANDBY PURCHASER UNDER ANY
PROVISION OF (I) THE CERTIFICATE OF INCORPORATION OR BY-LAWS OR ANY OTHER
RELEVANT ORGANIZATIONAL DOCUMENTS OF SUCH STANDBY PURCHASER, (II) ANY MATERIAL
CONTRACT TO WHICH SUCH STANDBY PURCHASER IS A PARTY OR BY WHICH ANY OF ITS
ASSETS ARE BOUND OR (III) ANY LAW, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENTAL
ENTITY, IN EACH CASE APPLICABLE TO SUCH STANDBY PURCHASER OR ITS ASSETS, OTHER
THAN, IN THE CASE OF CLAUSES (II) OR (III), ANY SUCH CONFLICTS, DEFAULTS,
RIGHTS, LOSSES, AMENDMENTS OR LIENS THAT WOULD NOT REASONABLY BE EXPECTED TO
MATERIALLY IMPAIR OR DELAY THE ABILITY OF SUCH STANDBY PURCHASER TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ACCORDANCE WITH THE TERMS HEREIN
OR THEREIN.
NO MATERIAL PERMIT, APPROVAL OF OR REGISTRATION OR FILING WITH, OR
NOTICE TO, ANY GOVERNMENTAL ENTITY, INCLUDING UNDER THE HSR ACT, IS REQUIRED TO
BE OBTAINED OR MADE BY OR WITH RESPECT TO SUCH STANDBY PURCHASER IN CONNECTION
WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
14
AGREEMENT OR THE ANCILLARY AGREEMENTS BY SUCH STANDBY PURCHASER OR THE
CONSUMMATION BY SUCH STANDBY PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS, EXCEPT FOR COMPLIANCE WITH AND FILINGS
UNDER THE EXCHANGE ACT, THE SECURITIES ACT, STATE SECURITIES LAWS OR "BLUE-SKY"
LAWS AND THE RULES AND REGULATIONS OF THE NASDAQ STOCK MARKET AS DESCRIBED ON
SCHEDULE 4.2(B).
4.3
Investment Representations.
Each Standby Purchaser (a) is
acquiring the shares of New Common Stock hereunder solely for investment with no
present intention to distribute them to any person in violation of the
Securities Act or any applicable U.S. state securities laws, (b) has such
knowledge and experience in financial and business matters and in investments of
this type that it is capable of evaluating the merits and risks of the
purchasing the shares of New Common Stock hereunder and of making an informed
investment decision, has conducted a review of the business and affairs of the
Debtors that it considers sufficient and reasonable for purposes of purchasing
the shares of New Common Stock hereunder and 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, the Ancillary Agreements
and the purchase of such New Common Stock, (c) is able to bear the economic risk
of the owning the shares of New Common Stock to be acquired hereunder