Common use of Additional Representations and Covenants of Shareholders Clause in Contracts

Additional Representations and Covenants of Shareholders. Each Shareholder hereby acknowledges, represents and warrants to Parent, as to itself, severally and not jointly and agrees as follows, knowing and intending that Parent is relying hereon in entering into the transaction contemplated hereby: (a) Such Shareholder understands that the shares of Parent Common Stock which are the subject of this Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(2) thereof, based, in part, upon the representations, warranties and agreements of each Shareholder contained in this Agreement. (b) Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved the Parent Common Stock or passed upon or endorsed the merits of an investment therein or confirmed the accuracy or adequacy of any information provided by Parent to the Shareholders or the accuracy or adequacy of any of the representations, warranties and agreements of Parent contained herein. (c) Such Shareholder is acquiring Parent Common Stock solely for its own account for investment and not with any present view to resale or distribution thereof, in whole or in part. No Shareholder has any agreement or arrangement, formal or informal, written or oral, with any person to sell or transfer or otherwise dispose of all or any part of the Parent Common Stock, and none has any present plans to enter into any such agreement or arrangement. (d) No Shareholder became aware of the offer and sale of Parent Common Stock through or as a result of any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or other media in connection with the offer and sale of Parent Common Stock contemplated hereby and no Shareholder is purchasing Parent Common Stock through or as a result of any seminar or meeting to which any Shareholder was invited. (e) Such Shareholder, if listed in Schedule 4.04(e), meets the requirements of at least one of the categories of an "accredited investor", as defined in Rule 501(a) under the Securities Act. (f) Such Shareholder, or such Shareholder together with its Purchaser Representative (hereinafter defined), has such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, so as to enable such Shareholder to evaluate the merits and risks of an investment in Parent Common Stock and to make an informed investment decision with respect thereto. (g) Such Shareholder, or such Shareholder together with its Purchaser Representative, is familiar with the business, historical financial performance and prospects of the Company, including the risks associated therewith. All information, including, without limitation, financial information and the Financial Statements, provided by the Company or such Shareholder for insertion in the Merger Information (hereafter defined) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, it being understood and acknowledged that such information has not been independently verified by Parent or Acquisition. (h) Such Shareholder recognizes that it must bear the substantial economic risks of the investment in Parent Common Stock indefinitely, because none of the Parent Common Stock may be sold, transferred, hypothecated or otherwise disposed of unless such Parent Common Stock is registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends shall be placed on the certificates representing Parent Common Stock issuable stating that the shares represented thereby have not been registered under the Securities Act or applicable state securities laws, and appropriate notations thereof will be made in Parent's stock books. (i) Such Shareholder has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of its investment in Parent Common Stock for an indefinite period of time. Such Shareholder's overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Parent Common Stock will not cause such commitment to become excessive. (j) Such Shareholder is not relying on Parent or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Parent Common Stock, other than as expressly contained in the representations and warranties of Parent contained in Article V hereof. There has been delivered to such Shareholder copies of this Agreement, Parent's Annual Report on Form 10-K for the fiscal year ended June 30, 1996, Parent's 1996 Annual Report to Stockholders, Parent's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1996, December 31, 1996 and March 31, 1997, Parent's Proxy Statement for its Annual Meeting held on November 14, 1996, Parents Press Releases dated July 17, 1997 and August 5, 1997, the Financial Statements and a summary description of the Company's business (collectively, the "Merger Information"). Such Shareholder, or such Shareholder together with its Purchaser Representative, has read and fully understands the Merger Information. (k) Such Shareholder, or such Shareholder together with its Purchaser Representative, (i) has had the opportunity to obtain all information requested by him for the purposes of verifying the Merger Information or for any other purpose related hereto and (ii) has had the opportunity to meet with representatives of Parent and the Company and to have them answer any questions and provide such additional information regarding the terms and conditions of the transactions contemplated hereby, the information with respect to Parent included in the Merger Information and the business and prospects of Parent deemed relevant by such Shareholder, or such Shareholder together with its Purchaser Representative, all of which questions have been answered and all of which requested information has been provided to the full satisfaction of such Shareholder. Such Shareholder is aware that an investment in Parent Common Stock is speculative and involves significant risks, including, among other things, the risk of the loss of such Shareholder's entire investment in Parent Common Stock. (l) In evaluating the suitability of an investment in Parent, and in deciding to enter into this Agreement, no Shareholder, nor any Shareholder together with its Purchaser Representative, has relied upon any representation or other information (whether oral or written) other than as set forth in the representations and warranties of Parent contained in Article V of this Agreement and the Merger Information. No oral or written representations have been made, or oral or written information furnished, to any Shareholder in connection with the offer and sale of Parent Common Stock that are in any way inconsistent with the representations and warranties of Parent contained herein or any of the information contained in the Merger Information. (m) Except as described in Schedule 4.04(m) hereto, no Shareholder has any beneficial interest, directly or indirectly, in any person, firm, corporation, partnership or other entity which is or within the past two years has been a supplier of any goods or services to the Company, including, without limitation, any Major Supplier, or from which the Company has received fees, including, without limitation, any Contract Party, other than as the beneficial owner of 1% or less of the voting securities of a publicly held corporation. The nature and amount of any such beneficial interest is disclosed in Schedule 4.04(m).

Additional Representations and Covenants of Shareholders. Each Shareholder hereby acknowledges, represents and warrants to Parent, as to itself, severally and not jointly and agrees as follows, knowing and intending that Parent is relying hereon in entering into the transaction contemplated hereby: (a) Such Shareholder understands that the shares of Parent Common Stock which are the subject of this Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(2) thereof, based, in part, upon the representations, warranties and agreements of each Shareholder contained in this Agreement. (b) Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved the Parent Common Stock or passed upon or endorsed the merits of an investment therein or confirmed the accuracy or adequacy of any information provided by Parent to the Shareholders or the accuracy or adequacy of any of the representations, warranties and agreements of Parent contained herein. (c) Such Shareholder is acquiring Parent Common Stock solely for its own account for investment and not with any present view to resale or distribution thereof, in whole or in part. No Shareholder has any agreement or arrangement, formal or informal, written or oral, with any person to sell or transfer or otherwise dispose of all or any part of the Parent Common Stock, and none has any present plans to enter into any such agreement or arrangement. (d) No Shareholder became aware of the offer and sale of Parent Common Stock through or as a result of any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or other media in connection with the offer and sale of Parent Common Stock contemplated hereby and no Shareholder is purchasing Parent Common Stock through or as a result of any seminar or meeting to which any Shareholder was invited. (e) Such Shareholder, if listed in Schedule 4.04(e), meets the requirements of at least one of the categories of an "accredited investor", as defined in Rule 501(a) under the Securities Act. (f) Such Shareholder, or such Shareholder together with its Purchaser Representative (hereinafter defined), has such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, so as to enable such Shareholder to evaluate the merits and risks of an investment in Parent Common Stock and to make an informed investment decision with respect thereto. (g) Such Shareholder, or such Shareholder together with its Purchaser Representative, is familiar with the business, historical financial performance and prospects of the Company, including the risks associated therewith. All information, including, without limitation, financial information and the Financial Statements, provided by the Company or such Shareholder for insertion in the Merger Information (hereafter defined) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, it being understood and acknowledged that such information has not been independently verified by Parent or Acquisition. (h) Such Shareholder recognizes that it must bear the substantial economic risks of the investment in Parent Common Stock indefinitely, because none of the Parent Common Stock may be sold, transferred, hypothecated or otherwise disposed of unless such Parent Common Stock is registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends shall be placed on the certificates representing Parent Common Stock issuable stating that the shares represented thereby have not been registered under the Securities Act or applicable state securities laws, and appropriate notations thereof will be made in Parent's stock books. (i) Such Shareholder has adequate means of providing for its current financial needs and foreseeable contingencies and has no need for liquidity of its investment in Parent Common Stock for an indefinite period of time. Such Shareholder's overall commitment to investments which are not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Parent Common Stock will not cause such commitment to become excessive. (j) Such Shareholder is not relying on Parent or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Parent Common Stock, other than as expressly contained in the representations and warranties of Parent contained in Article V hereof. There has been delivered to such Shareholder copies of this Agreement, Parent's Annual Report on Form 10-K for the fiscal year ended June 30, 1996, Parent's 1996 Annual Report to Stockholders, Parent's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1996, December 31, 1996 and March 31, 1997, Parent's Proxy Statement for its Annual Meeting held on November 14, 1996, Parents Press Releases dated July 17, 1997 and August 5, 1997, the Financial Statements and a summary description of the Company's business (collectively, the "Merger Information"). Such Shareholder, or such Shareholder together with its Purchaser Representative, has read and fully understands the Merger Information. (k) Such Shareholder, or such Shareholder together with its Purchaser Representative, (i) has had the opportunity to obtain all information requested by him for the purposes of verifying the Merger Information or for any other purpose related hereto and (ii) has had the opportunity to meet with representatives of Parent and the Company and to have them answer any questions and provide such additional information regarding the terms and conditions of the transactions contemplated hereby, the information with respect to Parent included in the Merger Information and the business and prospects of Parent deemed relevant by such Shareholder, or such Shareholder together with its Purchaser Representative, all of which questions have been answered and all of which requested information has been provided to the full satisfaction of such Shareholder. Such Shareholder is aware that an investment in Parent Common Stock is speculative and involves significant risks, including, among other things, the risk of the loss of such Shareholder's entire investment in Parent Common Stock. (l) In evaluating the suitability of an investment in Parent, and in deciding to enter into this Agreement, no Shareholder, nor any Shareholder together with its Purchaser Representative, has relied upon any representation or other information (whether oral or written) other than as set forth in the representations and warranties of Parent contained in Article V of this Agreement and the Merger Information. No oral or written representations have been made, or oral or written information furnished, to any Shareholder in connection with the offer and sale of Parent Common Stock that are in any way inconsistent with the representations and warranties of Parent contained herein or any of the information contained in the Merger Information. (m) Each of Xxxxxx and Xxxxxxx are the purchaser representatives, guardians and custodians under the Uniform Transfers to Minors Act for their respective children who are minors and Shareholders and the purchaser representatives for their other respective children who are Shareholders (i.e., Xxxxxx, on behalf of Xxxxxxx and Xxx Xxxxxx, and Xxxxxxx, on behalf of Xxxxx, Xxxxxxx and Xxxx Xxxxxxx), in connection with evaluating the merits and risks of the transactions contemplated by this Agreement (individually, the "Purchaser Representative"). There is no existing relationship between Parent or any of its Affiliates and either Purchaser Representative or any of his Affiliates other than as disclosed in this Agreement or a Schedule hereto. Neither Purchaser Representative is an Affiliate, director, officer or employee of Parent, or beneficial owner of ten percent (10%) or more of Parent Common Stock. Each Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. (n) Except as described in Schedule 4.04(m4.04(n) hereto, no Shareholder has any beneficial interest, directly or indirectly, in any person, firm, corporation, partnership or other entity which is or within the past two years has been a supplier of any goods or services to the Company, including, without limitation, any Major Supplier, or from which the Company has received fees, including, without limitation, any Contract Party, other than as the beneficial owner of 1% or less of the voting securities of a publicly held corporation. The nature and amount of any such beneficial interest is disclosed in Schedule 4.04(m4.04(n).

Additional Representations and Covenants of Shareholders. Each Shareholder hereby acknowledges, represents and warrants to Parent, as to itself, severally and not jointly and agrees as follows, knowing and intending that Parent is relying hereon in entering into the transaction contemplated hereby: (a) Such Shareholder understands that the shares of Parent Common Stock which are the subject of this Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(2) thereof, based, in part, upon the representations, warranties and agreements of each such Shareholder contained in this Agreement. (b) Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved the Parent Common Stock or passed upon or endorsed the merits of an investment therein or confirmed the accuracy or adequacy of any information provided by Parent to the Shareholders or the accuracy or adequacy of any of the representations, warranties and agreements of Parent contained herein. (c) Such Except as contemplated pursuant to Section 7.12 hereof, such Shareholder is acquiring Parent Common Stock solely for its own account for investment and not with any present view to resale or distribution thereof, in whole or in part. No Such Shareholder has any no agreement or arrangement, formal or informal, written or oral, with any person to sell or transfer or otherwise dispose of all or any part of the Parent Common StockStock other than as set forth on Schedule 3.02, and none has any no present plans to enter into any such agreement or arrangement. (d) No Such Shareholder became did not become aware of the offer and sale of Parent Common Stock through or as a result of any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or other media in connection with the offer and sale of Parent Common Stock contemplated hereby and no Shareholder is not purchasing Parent Common Stock through or as a result of any seminar or meeting to which any Shareholder was invited. (e) Such Shareholder, if listed in Schedule 4.04(e), meets the requirements of at least one of the categories of an "accredited investor", and as defined in Rule 501(a) of Regulation D promulgated under the Securities ActAct and as set forth in the form of Accredited Investor Certification attached hereto as Exhibit A. In connection with the closing of the transactions contemplated by this Agreement, such Shareholder shall certify to Parent, in the form of the certification set forth in Exhibit A, as to which category (or categories) of accredited investor is applicable to such Shareholder. (f) Such Shareholder, or such Shareholder together with its Purchaser Representative (hereinafter defined), has such knowledge and experience in financial, tax, and business matters in general, and investments in securities in particular, so as to enable such Shareholder to evaluate the merits and risks of an investment in Parent Common Stock and to make an informed investment decision with respect thereto. (g) Such Shareholder, or such Shareholder together with its Purchaser Representative, is familiar with the business, historical financial performance and prospects of the Company, including the risks associated therewith. All information, including, without limitation, financial information and the Financial Statements, provided by the Company or such Shareholder for insertion in the Merger Information (hereafter as hereinafter defined) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein , in the light of the circumstances in which they were made, not misleading, it being understood and acknowledged that such information has not been independently verified by Parent or Acquisition. (h) Such Shareholder recognizes that it he or she must bear the substantial economic risks of the investment in Parent Common Stock indefinitely, because none of the Parent Common Stock may be sold, transferred, hypothecated or otherwise disposed of unless such Parent Common Stock is registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends shall be placed on the certificates representing Parent Common Stock issuable stating that the shares represented thereby have not been registered under the Securities Act or applicable state securities laws, and appropriate notations thereof will be made in Parent's stock books. (i) Such Shareholder has adequate means of providing for its his or her current financial needs and foreseeable contingencies and has no need for liquidity of its his or her investment in Parent Common Stock for an indefinite period of time. Such Shareholder's overall commitment to investments which are not readily marketable is not excessive in view of its his or her net worth and financial circumstances and the purchase of the Parent Common Stock will not cause such commitment to become excessive. (j) Such Shareholder is not relying on Parent or any of its employees or agents with respect to the legal, tax, economic and related considerations of an investment in Parent Common Stock, other than as expressly contained in the representations and warranties of Parent contained in Article V hereof. There has been delivered to such Shareholder copies of this Agreement, Parent's Annual Report on Form 10-K for the fiscal year ended June 30, 1996, Parent's 1996 Annual Report to Stockholders, Parent's Quarterly Reports on Form 10-Q for the quarters ended September 30, 1996, December 31, 1996 and March 31, 1997, Parent's press releases dated July 17, 1997, August 5, 1997, September 2, 1997 and September 4, 1997, Parent's Proxy Statement for its Annual Meeting held on November 14, 1996, Parents Press Releases dated July 17, 1997 and August 5, 1997, the Financial Statements and a summary description of the Company's business (collectively, the "Merger Information"). Such Shareholder, or such Shareholder together with its Purchaser Representative, has read and fully understands the Merger Information. (k) Such Shareholder, or such Shareholder together with its Purchaser Representative, (i) has had the opportunity to obtain all information requested by him or her for the purposes of verifying the Merger Information or for any other purpose related hereto and (ii) has had the opportunity to meet with representatives of Parent and the Company and to have them answer any questions and provide such additional information regarding the terms and conditions of the transactions contemplated hereby, the information with respect to Parent included in the Merger Information and the business and prospects of Parent deemed relevant by such Shareholder, or such Shareholder together with its Purchaser Representative, all of which questions have been answered and all of which requested information has been provided to the full satisfaction of such Shareholder. Such Shareholder is aware that an investment in Parent Common Stock is speculative and involves significant risks, including, among other things, the risk of the loss of such Shareholder's entire investment in Parent Common Stock. (l) In evaluating the suitability of an investment in Parent, and in deciding to enter into this Agreement, no Shareholder, nor any such Shareholder together with its Purchaser Representative, has not relied upon any representation or other information (whether oral or written) other than as set forth in the representations and warranties of Parent contained in Article V of this Agreement and the Merger Information. No oral or written representations have been made, or oral or written information furnished, to any such Shareholder in connection with the offer and sale of Parent Common Stock that are in any way inconsistent with the representations and warranties of Parent contained herein or any of the information contained in the Merger Information. (m) Except as described in Schedule 4.04(m) hereto, no such Shareholder has any no beneficial interest, directly or indirectly, in any person, firm, corporation, partnership or other entity which is or within the past two years has been a supplier of any goods or services to the Company, including, without limitation, any Major Supplier, or from which the Company has received fees, including, without limitation, any Contract Party, other than as the beneficial owner of 1% or less of the voting securities of a publicly held corporation. The nature and amount of any such beneficial interest is disclosed in Schedule 4.04(m). (n) No spousal consent of such Shareholder is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.