Representations and Warranties of the Exchanging Holder. The Exchanging Holder hereby represents and warrants to the Company that the Exchanging Holder: (a) is the sole legal and beneficial owner of the Convertible Securities, and, upon the Closing, the Company will acquire the Convertible Securities free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of third parties, other than any of the foregoing created by the Company; (b) is an “accredited investor” (as defined in Regulation D under the Act) and is acquiring the Common Stock for its own account and not with a view to any distribution thereof except in compliance with the Act; and (c) has (i) made all investigations that it deems necessary or desirable in connection with the transactions contemplated by this Agreement and has received and has had full opportunity to review the Company’s Annual Report on Form 10-K with respect to its fiscal year ended September 30, 2005, its Quarterly Report on Form 10-Q with respect to its fiscal quarter ended December 31, 2005, its Forms 8-K filed on December 2, 2005, January 26, 2006 and January 30, 2006, and its Proxy Statement filed on January 4, 2006, (ii) had an opportunity to ask questions of and receive answers from the Company and its management regarding such reports and filings, (iii) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Common Stock.
Representations and Warranties of the Exchanging Holder. Exchanging Holder hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):
Representations and Warranties of the Exchanging Holder. The Exchanging Holder hereby represents and warrants to the Company that (i) the Exchanging Holder is the sole legal and beneficial owner of the Exchange Notes to be surrendered hereunder; and (ii) upon the closing, the Company will acquire the Exchange Notes to be surrendered by the Exchanging Holder free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of third parties, other than any of the foregoing created by the Company.
