Acknowledgement by Shareholders. Each Security holder does hereby acknowledge to and with the Voting Trustee that such Security holder now has full right, power and authority to execute, deliver and perform this agreement and for greater certainty and without limitation, that such Security holder has not previously entered into any agreement or arrangement, oral or written, with respect to the voting of the Shares.
Acknowledgement by Shareholders. The Shareholders hereby acknowledge and agree that the definition of “Registrable Securities” in the Registration Rights Agreement will be amended to exclude up to 79,268 shares of THK Common Stock to be issued pursuant to the Agreement if, despite the use of its good faith efforts, THK cannot obtain consent from its financing sources, under the terms of other contractual agreements to which THK is a party, to allow THK to register, in the first registration statement filed by THK with the U.S. Securities and Exchange Commission following the closing, all of the 3,250,000 shares of THK Common Stock which constitute the “Initial Stock Consideration” defined in Section 2.6 of the Agreement, as amended.
Acknowledgement by Shareholders. 28 Article 8
Acknowledgement by Shareholders. Shareholders (i) carefully considered the nature and extent of the restrictions upon Shareholders and the rights and remedies conferred upon Buyer under this Article 7, (ii) agree that the restrictions, rights and remedies are reasonable in time, application, amount, and effect, (iii) agree that the restrictions are supported by sufficient consideration and are not disproportionate to the respective benefits conferred upon Shareholders by this Agreement, and (iv) acknowledge that the restrictions will not prevent Shareholders from earning a living. Shareholders acknowledge that Shareholders were advised by Buyer that Shareholders should have this Agreement reviewed by counsel; and each Shareholder has either done so or elected to forego such right. Article 8
