OR TRANSFERRED TO
AN AFFILIATE (AS DEFINED IN RULE 144) OF THE INVESTOR; PROVIDED THAT,
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE
PARTIES AGREE AND ACKNOWLEDGE THAT SELLER MAY DISTRIBUTE ANY COMMON STOCK THAT
IT RECEIVES TO THE SHAREHOLDER, AND THE SHAREHOLDER MAY DISTRIBUTE ANY COMMON
STOCK THAT IT RECEIVES TO THE PRINCIPAL OWNER, AND PARENT HEREBY CONSENTS TO ANY
SUCH DISTRIBUTIONS.
(II)
ANY SALE OF THE COMMON STOCK MADE IN RELIANCE ON RULE 144 MAY BE
MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND, IF RULE 144 IS NOT
APPLICABLE, ANY RESALE OF THE COMMON STOCK UNDER CIRCUMSTANCES IN WHICH THE
SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN
UNDERWRITER (AS THAT TERM IS DEFINED IN THE SECURITIES ACT) MAY REQUIRE
COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE SECURITIES ACT, OR THE RULES AND
REGULATIONS OF THE SEC THEREUNDER; AND
(III)
EXCEPT AS PROVIDED IN SECTION 5.5 BELOW, NEITHER PARENT NOR ANY
OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE COMMON STOCK UNDER THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND
CONDITIONS OF ANY EXEMPTION THEREUNDER.
(G)
THE INVESTOR UNDERSTANDS THAT UNTIL (A) THE COMMON STOCK MAY BE
SOLD BY THE INVESTOR UNDER RULE 144(K) OR (B) SUCH TIME AS THE RESALE OF THE
COMMON STOCK HAS BEEN REGISTERED UNDER THE SECURITIES ACT AS CONTEMPLATED BY
SECTION 5.5 BELOW, THE CERTIFICATES REPRESENTING THE COMMON STOCK WILL BEAR A
RESTRICTIVE LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM (AND A STOP-TRANSFER
ORDER MAY BE PLACED AGAINST TRANSFER OF THE CERTIFICATES FOR SUCH COMMON STOCK):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
3.25
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL OWNERS.
THE REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PRINCIPAL OWNERS CONTAINED
HEREIN, AND THE DISCLOSURES CONTAINED IN SELLER'S DISCLOSURE SCHEDULE DO NOT
CONTAIN ANY STATEMENT OF A MATERIAL FACT THAT WAS UNTRUE WHEN MADE OR OMITS ANY
INFORMATION NECESSARY TO MAKE ANY SUCH STATEMENT CONTAINED THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENT WAS MADE, NOT MISLEADING.
THE
COPIES OF ALL DOCUMENTS FURNISHED BY SELLER TO PARENT PURSUANT TO THE TERMS OF
THIS AGREEMENT ARE COMPLETE AND ACCURATE COPIES OF THE ORIGINAL DOCUMENTS.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT
Buyer and Parent hereby make the representations and warranties set forth in
this Article IV to Seller:
4.1
AUTHORITY AND BINDING EFFECT.
BUYER AND PARENT HAVE THE FULL
CORPORATE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND THE BILL
OF SALE.
THIS AGREEMENT, AND THE BILL OF