ITS CERTIFICATE OF INCORPORATION (KBIS) OR BYLAWS (STATUTS) OR EQUIVALENT
DOCUMENTS OR REQUIRE THE APPROVAL OF THE PURCHASER'S STOCKHOLDERS, (II) VIOLATE
OR CONFLICT WITH, OR RESULT IN A BREACH OF ANY PROVISION OF, OR CONSTITUTE A
DEFAULT UNDER, ANY AGREEMENT, INDENTURE, OR INSTRUMENT TO WHICH THE PURCHASER IS
A PARTY, OR (III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE (INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS
AND RULES AND REGULATIONS OF ANY SELF-REGULATORY ORGANIZATIONS TO WHICH THE
PURCHASER IS SUBJECT) APPLICABLE TO THE PURCHASER, EXCEPT IN THE CASE OF
CLAUSES (II) AND (III) ONLY, FOR SUCH CONFLICTS, BREACHES, DEFAULTS, AND
VIOLATIONS AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A PURCHASER MATERIAL
ADVERSE EFFECT.
(B)
THE PURCHASER IS NOT REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION
OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT OR GOVERNMENTAL
AGENCY OR ANY REGULATORY OR SELF-REGULATORY AGENCY IN ORDER FOR THE PURCHASER TO
EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT IN
ACCORDANCE WITH THE TERMS HEREOF, OR TO PURCHASE THE SECURITIES IN ACCORDANCE
WITH THE TERMS HEREOF, OTHER THAN SUCH AS HAVE BEEN MADE OR OBTAINED, AND EXCEPT
FOR ANY FILINGS REQUIRED TO BE MADE UNDER FEDERAL OR STATE SECURITIES LAWS.
7
3.10
PURCHASER STATUS.
THE PURCHASER ACKNOWLEDGES THAT (I) IT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF REGULATION D UNDER THE
SECURITIES ACT AND (II) IS NOT AN ENTITY FORMED FOR THE SOLE PURPOSE OF
ACQUIRING THE SECURITIES.
3.11
NO GENERAL SOLICITATION OR ADVERTISING.
THE PURCHASER ACKNOWLEDGES
THAT IT IS NOT PURCHASING THE SECURITIES AS A RESULT OF ANY "GENERAL
SOLICITATION" OR "GENERAL ADVERTISING," AS SUCH TERMS ARE USED IN REGULATION D
UNDER THE SECURITIES ACT, INCLUDING ADVERTISEMENTS, ARTICLES, NOTICES OR OTHER
COMMUNICATIONS PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER RADIO OR TELEVISION, OR ANY SEMINAR OR MEETING WHOSE ATTENDEES
HAVE BEEN INVITED BY GENERAL SOLICITATION OR GENERAL ADVERTISING.
ARTICLE 4
RESTRICTIONS ON TRANSFER
4.1
PERMITTED TRANSFEREES.
SUBJECT TO SECTION 4.2, THE PURCHASER MAY
TRANSFER ALL OR ANY PORTION OF ITS SHARES TO ANY PURCHASER PARTY AND TO ANY
OTHER PERSON WITHOUT RESTRICTION, PROVIDED, THAT SUCH PERSON (EACH A "PERMITTED
TRANSFEREE") AGREES IN WRITING TO BE BOUND BY THIS ARTICLE 4.
4.2
RESTRICTIONS ON TRANSFER.
NOTWITHSTANDING SECTION 4.1 ABOVE, NEITHER
THE PURCHASER NOR ANY PERMITTED TRANSFEREE MAY TRANSFER ANY OF THE SHARES TO A
COMPETITOR.
4.3
EFFECT OF PROHIBITED TRANSFER.
IF ANY TRANSFER IS MADE OR ATTEMPTED
CONTRARY TO THE PROVISIONS OF ARTICLE 4 OF THIS AGREEMENT, SUCH PURPORTED
TRANSFER SHALL BE VOID AB INITIO; THE COMPANY AND THE OTHER PARTIES HERETO SHALL
HAVE, IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDIES WHICH IT MAY HAVE,
THE RIGHT TO ENFORCE THE PROVISIONS OF THIS AGREEMENT BY ACTIONS FOR SPECIFIC
PERFORMANCE (TO THE EXTENT PERMITTED BY LAW); AND THE COMPANY SHALL HAVE THE
RIGHT TO REFUSE TO RECOGNIZE ANY TRANSFEREE AS ONE OF ITS STOCKHOLDERS FOR ANY
PURPOSE.
4.4
EXCEPTION TO