NUMBER, FAX NUMBER, CONTACT PERSON AND EMAIL ADDRESS OF THE COMPANY'S TRANSFER
AGENT IS SET FORTH ON SCHEDULE 2.1(GG) HERETO.
12
SECTION 2.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH
PURCHASER HEREBY MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES TO THE
COMPANY WITH RESPECT SOLELY TO ITSELF AND NOT WITH RESPECT TO ANY OTHER
PURCHASER:
(A)
ORGANIZATION AND STANDING OF THE PURCHASERS.
IF THE PURCHASER IS
AN ENTITY, SUCH PURCHASER IS A CORPORATION OR PARTNERSHIP DULY INCORPORATED OR
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS INCORPORATION OR ORGANIZATION.
(B)
AUTHORIZATION AND POWER.
EACH PURCHASER HAS THE REQUISITE POWER
AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND TO PURCHASE THE
PREFERRED SHARES AND WARRANTS BEING SOLD TO IT HEREUNDER.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT
BY SUCH PURCHASER AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
PARTNERSHIP ACTION, AND NO FURTHER CONSENT OR AUTHORIZATION OF SUCH PURCHASER OR
ITS BOARD OF DIRECTORS, STOCKHOLDERS, OR PARTNERS, AS THE CASE MAY BE, IS
REQUIRED.
EACH OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT HAS BEEN
DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PURCHASER AND CONSTITUTES, OR
SHALL CONSTITUTE WHEN EXECUTED AND DELIVERED, A VALID AND BINDING OBLIGATION OF
THE PURCHASER ENFORCEABLE AGAINST THE PURCHASER IN ACCORDANCE WITH THE TERMS
THEREOF.
(C)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND THE CONSUMMATION BY SUCH
PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR RELATING HERETO
DO NOT AND WILL NOT (I) RESULT IN A VIOLATION OF SUCH PURCHASER'S CHARTER
DOCUMENTS OR BYLAWS OR OTHER ORGANIZATIONAL DOCUMENTS OR (II) CONFLICT WITH, OR
CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH
WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION, PURCHASE OR CANCELLATION OF ANY AGREEMENT, INDENTURE OR
INSTRUMENT OR OBLIGATION TO WHICH SUCH PURCHASER IS A PARTY OR BY WHICH ITS
PROPERTIES OR ASSETS ARE BOUND, OR RESULT IN A VIOLATION OF ANY LAW, RULE, OR
REGULATION, OR ANY ORDER, JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL AGENCY
APPLICABLE TO SUCH PURCHASER OR ITS PROPERTIES (EXCEPT FOR SUCH CONFLICTS,
DEFAULTS AND VIOLATIONS AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT ON SUCH PURCHASER).
SUCH PURCHASER IS NOT REQUIRED TO
OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR
REGISTRATION WITH, ANY COURT OR GOVERNMENTAL AGENCY IN ORDER FOR IT TO EXECUTE,
DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR THE
REGISTRATION RIGHTS AGREEMENT OR TO PURCHASE THE PREFERRED SHARES OR ACQUIRE THE
WARRANTS IN ACCORDANCE WITH THE TERMS HEREOF, PROVIDED THAT FOR PURPOSES OF THE
REPRESENTATION MADE IN THIS SENTENCE, SUCH PURCHASER IS ASSUMING AND RELYING
UPON THE ACCURACY OF THE RELEVANT REPRESENTATIONS AND AGREEMENTS OF THE COMPANY
HEREIN.
(D)
ACQUISITION FOR