Common use of Purchaser's Investment Representations Clause in Contracts

Purchaser's Investment Representations. Each 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 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 the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 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 [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 August 14, 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 of the GTCR Purchasers and the TCW/Crescent Lenders Purchaser 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 such 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 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 the Purchasers such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 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 [date of issuance] 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 Amended and Restated Purchase Agreement, dated as of August 14April 3, 2000 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 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 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 the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 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 [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 August 14, 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 of the GTCR Purchasers and the TCW/Crescent Lenders The Purchaser 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 such 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 the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent the Purchasers Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 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 [date of issuance] 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 Amended and Restated Purchase Agreement, dated as of August 14April 3, 2000 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 of the GTCR Purchasers and the TCW/Crescent Lenders The Purchaser 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 such 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 the Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent the Purchasers Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 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 [date of issuance] 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 Amended and Restated Purchase Agreement, dated as of August 14April 3, 2000 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 of Purchaser hereby -------------------------------------- represents that it is an "accredited investor" as defined in Rule 501(a) promulgated under the GTCR Purchasers Securities Act 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) ; 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 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 the Purchasers any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 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 [date of issuance] September __, 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 Amended and Restated Purchase Agreement, dated as of August 14September __,1999 and as amended and modified from time to time, 2000 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 of the GTCR Purchasers and the TCW/Crescent Lenders The Purchaser hereby represents as to itself (i) that it is acquiring an accredited investor as defined in Rule 501(a) of the Restricted Securities purchased hereunder or Act and that the Securities to be acquired by the Purchaser pursuant hereto to this Agreement shall be acquired for its the Purchaser's own account and not with the present a view to, or intention of holding such securities for purposes of investmentof, and that it has no intention of selling such securities in a public distribution thereof in violation of the federal securities laws Securities Act, or any applicable state securities laws, (ii) and that it is an "accredited investor" and a sophisticated investor for purposes the Securities shall not be disposed of in contravention of the Securities Act or any applicable U.S. federal and state securities laws and regulations, (iii) laws; provided that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of 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 the Purchasers Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 3 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 [date of issuance] and have not been registered under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 30, 1996, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED. The transfer of the securities represented by this certificate is subject to the conditions specified in the Amended and Restated Purchase AgreementTHE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT, dated as of August 14DATED AS OF APRIL 30, 2000 by and among the issuer 1996, BETWEEN THE ISSUER (the THE "CompanyCOMPANY") 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 transferAND A CERTAIN INVESTOR. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without chargeCOPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

Purchaser's Investment Representations. Each of the GTCR Purchasers and the TCW/Crescent Lenders Purchaser 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 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 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 will prevent any Purchaser and the Purchasers and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 5 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 [date of issuance] September 1 1993, 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 Amended and Restated Stock Purchase Agreement, dated as of August 14September -, 2000 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.