Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate were originally issued on April 3, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3, 2001 by and among the issuer (the “Company”) and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents (ithat it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act and that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3August 6, 2001 1999 and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3August 6, 2001 by 1999 and among as amended and modified from time to time, between the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each Purchaser of the GTCR Purchasers and the TCW/Crescent Lenders hereby represents as to itself (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3, 2001 [date of issuance] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Amended and Restated Purchase Agreement, dated as of April 3August 14, 2001 2000 by and among the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3, 2001 by and among the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 SECTION 7 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3_____________, 2001 2002 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Note and Warrant Purchase Agreement, dated as of April 3September ___, 2001 2002, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, by and among HS Morgan Limited Partnership, the issuer (the “Company”) , Hamilton Sxxxxx Xx., Inc. and New Maverick Desk, Inc., xxx xxxtial holder hereof and certain investors, who from time to time become parties thereto in accordance with the provisions thereof, and the Company reserves the right to refuse the transfer of such securities security until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each Purchaser hereby represents that (i) that it is an "accredited investor" as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, (ii) it is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Preferred Units, (iii) it has had an opportunity to ask questions and receive answers concerning the terms and conditions of its purchase of the Preferred Units issued hereunder and has had full access to such other information concerning the Company (including, without limitation, the Offering Memorandum and copies of the agreements referred to herein) as it has requested, (iv) it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that (v) it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; PROVIDED that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and or any subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 8 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3__________________, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Equity Purchase Agreement, Agreement dated as of April 3May 18, 2001 by 1998 (and among as amended and restated as of January 28, 1999), as amended and modified from time to time, between the issuer (the “"Company”") and certain investors, and the initial holder of these securities. The Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished famished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3February 14, 2001 2002 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of April 3February 14, 2001 2002 by and among the issuer (the “Company”"COMPANY") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby -------------------------------------- represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 --------- hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3January 27, 2001 2000 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3January 27, 2001 2000 by and among the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it or he is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, and is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its or his own account with the present intention of holding such securities for purposes of investment, and that it or he has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3October 7, 2001 1998, and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3October 7, 2001 by and among 1998 between the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser purchaser is subject, and (v) that such Purchaser has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Class A Preferred and has had full access to such other information concerning the Company as such Purchaser has requested. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3, 2001 [DATE OF ISSUANCE] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3March 23, 2001 1999 by and among the issuer (the “"Company”") and certain investors, and the Company reserves ------- the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3January 27, 2001 2000 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3January 27, 2001 2000 by and among the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each Purchaser hereby -------------------------------------- represents (ithat it is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act and that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3September __, 2001 1999 and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3September __,1999 and as amended and modified from time to time, 2001 by and among between the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"

Purchaser's Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for investment purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) ; provided that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall will prevent such any Purchaser and the subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof3 hereof and in compliance with the provisions of the Stockholders Agreement. Each certificate for Restricted Securities shall will be imprinted with a legend in substantially the following form: “form (the "Securities Act Legend"): "The securities represented by this certificate were originally issued on April 3September 1 1993, 2001 and have not been registered under the Securities Act of 1933, as amendedamended (the "Act"). The transfer of the such securities represented by this certificate is subject to the conditions specified in the Stock Purchase Agreement, dated as of April 3September -, 2001 by and among 1993, between the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the to transfer of such securities until such conditions have been fulfilled with respect to such transfer. A Upon written request, a copy of such conditions shall will be furnished by the Company to the holder hereof upon written request and without charge.”" Whenever any shares of Common Stock cease to be Restricted securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Common Stock, a new certificate representing such shares of Common Stock of like tenor but not bearing a legend of the character set forth above.

Purchaser's Investment Representations. Each The Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each the Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such the Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate were originally issued on April 3, 2001 and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of April 3, 2001 by and among the issuer (the “Company”) and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

Purchaser's Investment Representations. Each Purchaser of the GTCR -------------------------------------- Purchasers and the TCW/Crescent Lenders hereby represents as to itself (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “"accredited investor” " and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each such Purchaser, enforceable in accordance with its terms, and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not violate any laws, and does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 5 hereof. Each --------- certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: “"The securities represented by this certificate were originally issued on April 3, 2001 [date of issuance] and have not been registered under the Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the Amended and Restated Purchase Agreement, dated as of April 3August 14, 2001 2000 by and among the issuer (the “"Company”") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”"