Common use of BY EACH STOCKHOLDER Clause in Contracts

BY EACH STOCKHOLDER. Each of the Stockholders represents and warrants to Apple that, as applied solely to himself, all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he will be acquiring the shares of Apple Common Stock to be issued pursuant to Section 2.04 to him solely for his account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he is not a party to any agreement or other arrangement for the disposition of any shares of Apple Common Stock other than this Agreement and the Registration Rights Agreement; (iii) he is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative; (iv) he (A) is able to bear the economic risk of an investment in the Apple Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple Common Stock, or (2) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Apple, the plans for the operations of the business of Apple, the business, operations and financial condition of the Other Founding Companies and any plans of Apple for additional acquisitions, or his Purchaser Representative has asked all questions of the nature described in the immediately preceding clause, and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholders; and (f) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himself, and his agreements set forth in that Article hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, TMI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple TMI Common Stock to be issued pursuant to Section 2.04 to him the Stockholder solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple TMI Common Stock other than this Agreement, the Stockholders Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple TMI Common Stock to be acquired by him or her pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the Apple TMI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple TMI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleTMI, the plans for the operations of the business of AppleTMI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple TMI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersher satisfaction; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, OEI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple OEI Common Stock to be issued to him pursuant to Section 2.04 to him solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple OEI Common Stock other than this Agreement, the Transferors' Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple OEI Common Stock to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple OEI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple OEI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleOEI, the plans for the operations of the business of AppleOEI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple OEI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholderssatisfaction; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, Purchaser that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) : (i) he the Stockholder will be acquiring the shares of Apple Common Stock Purchaser Merger Securities to be issued to him pursuant to Section 2.04 to him solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares Purchaser Merger Securities in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple Common Stock Purchaser Merger Securities other than this Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 2.04, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple Common Stock Purchaser Merger Securities to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple Common StockPurchaser Merger Securities, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple Purchaser concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of ApplePurchaser, and the plans for the operations of the business of ApplePurchaser, the business, operations and financial condition of the Other Founding Companies and any plans of Apple for additional acquisitions, or his Purchaser Representative (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholders; and (f) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himself, and his agreements set forth in that Article hereby are agreed tosatisfaction.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, OEI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the any shares of Apple OEI Common Stock to be issued to him pursuant to Section 2.04 to him solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple OEI Common Stock other than this Agreement, the Transferors' Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple any OEI Common Stock to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple any OEI Common Stock, or the Stockholder is to receive as Merger Consideration, (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple OEI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleOEI, the plans for the operations of the business of AppleOEI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple OEI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholderssatisfaction; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, OEI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple OEI Common Stock to be issued to him pursuant to Section 2.04 to him solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple OEI Common Stock other than this Agreement, the Transferors' Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple OEI Common Stock to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple OEI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple OEI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleOEI, the plans for the operations of the business of AppleOEI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple OEI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction satisfaction; (v) if such Stockholder is a Family Partnership, such Family Partnership was organized for estate planning and other purposes and was not organized for the satisfaction specific purpose of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no acquiring shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity OEI Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholders; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, TMI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple TMI Common Stock to be issued pursuant to Section 2.04 to him the Stockholder solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple TMI Common Stock other than this Agreement, the Stockholders Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple TMI Common Stock to be acquired by him or her pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the Apple TMI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple TMI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleTMI, the plans for the operations of the business of AppleTMI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple TMI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representativeor her satisfaction; (b) if such Stockholder is a trust, the capitalization Person executing this Agreement on behalf of such Stockholder is the Orthodontic Entity shall be in compliance with duly named and serving trustee of such Stockholder, the requirements execution and delivery of this Agreement by the applicable regulations in trustee of such Stockholder are within the Organization Statepowers of such trustee, and no shares the performance by such Stockholder of capital stock this Agreement are within the powers and purposes of such Stockholder under the Orthodontic Entity (terms of all documents creating, evidencing or governing such Stockholder, true and correct copies of all of which will be delivered to the "Orthodontic Entity Common Stock") areCompany by such Stockholder within fifteen days after the date hereof, and neither the execution, delivery nor performance by such Stockholder of this Agreement will 13 violate, constitute a breach of, or will beconflict with any documents creating, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, evidencing or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersgoverning such Stockholder; and (fc) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, Purchaser that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) : (i) he the Stockholder will be acquiring the shares of Apple Purchaser Common Stock and Contingent Stock Issue Rights issued as part of the Merger Consideration, and the Purchaser Common Stock issued, if any, pursuant to the Contingent Stock Issue Rights (collectively, the "Purchaser Merger Securities") to be issued to him pursuant to Section 2.04 to him 2.1 solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares Purchaser Merger Securities in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple Common Stock Purchaser Merger Securities other than this Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.1, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth General Rules and Regulations under the name and address Securities Act of his Purchaser Representative1933, as amended (the "1933 Act"); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple Common Stock Purchaser Merger Securities to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple Common StockPurchaser Merger Securities, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple Purchaser concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of ApplePurchaser, and the plans for the operations of the business of ApplePurchaser, the business, operations and financial condition of the Other Founding Companies and any plans of Apple for additional acquisitions, or his Purchaser Representative (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholders; and (f) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himself, and his agreements set forth in that Article hereby are agreed tosatisfaction.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, OEI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple OEI Common Stock to be issued to him pursuant to Section 2.04 to him solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple OEI Common Stock other than this Agreement, the Transferors' Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple OEI Common Stock to be acquired by him pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple OEI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple OEI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleOEI, the plans for the operations of the business of AppleOEI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple OEI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representativesatisfaction; (b) the capitalization Trustees are the duly named and serving trustees of each of the Orthodontic Entity shall be in compliance with Trusts, the requirements execution and delivery by the Trustees of this Agreement are within their powers, and the performance by the Trusts of this Agreement are within the powers and purposes of the applicable regulations in Trusts under the Organization Stateterms of all documents creating, evidencing or governing the Trusts, true and correct copies of all of which have been delivered to OEI by the Trusts, and no shares neither the execution, delivery nor performance by the Trusts of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") arethis Agreement will violate, constitute a breach of, or will beconflict with any documents creating, held in treasury; (c) except as set forth in Section 3.01(c) of evidencing or governing the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersTrusts; and (fc) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, TMI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple TMI Common Stock to be issued pursuant to Section 2.04 to him the Stockholder solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple TMI Common Stock other than this Agreement, the Stockholders Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple TMI Common Stock to be acquired by him or her pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the Apple TMI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple TMI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleTMI, the plans for the operations of the business of AppleTMI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple TMI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersher satisfaction; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders and the Other Stockholders represents and warrants to Apple ARS that, as applied solely to himself, all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he will be acquiring the shares of Apple ARS Common Stock to be issued pursuant to Section 2.04 to him solely for his account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he is not a party to any agreement or other arrangement for the disposition of any shares of Apple ARS Common Stock other than this Agreement and the Registration Rights Agreement; (iii) Schedule 3.01(b) correctly states (A) whether he is, or is either not, an "accredited investor" as defined in Securities Act Rule 501(a) orand, if he is not such an investor, Section 3.01(a(B) of the Disclosure Statement sets forth the name and address of his Purchaser Representative; (iv) he (A) is able to bear the economic risk of an investment in the Apple ARS Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the proposed investment in the Apple ARS Common Stock, (D) or (2) his Purchaser Representative Representative, if any, has had an adequate opportunity to ask questions and receive answers from the officers of Apple ARS concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of AppleARS, the plans for the operations of the business of AppleARS, the business, operations and financial condition of the Other Founding Companies and any plans of Apple ARS for additional acquisitions, and (E) or his Purchaser Representative Representative, if any, has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representative; (b) the capitalization of the Orthodontic Entity shall be in compliance with the requirements of the applicable regulations in the Organization State, and no shares of capital stock of the Orthodontic Entity (the "Orthodontic Entity Common Stock") are, or will be, held in treasury; (c) except as set forth in Section 3.01(c) of the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersif any; and (fb) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article (in which the term "Stockholder" means a Stockholder or an Other Stockholder for purposes hereof) hereby is incorporated herein by this reference) are true and correct as applied solely to himself, and his agreements set forth in that Article hereby are agreed to.

BY EACH STOCKHOLDER. Each of the Stockholders Stockholder, severally as to himself or herself only, represents and warrants to Apple that, as applied solely to himself, TMI that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) (i) he the Stockholder will be acquiring the shares of Apple TMI Common Stock to be issued pursuant to Section 2.04 to him the Stockholder solely for his the Stockholder's account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) he except as described in the Stockholder Options, true and correct copies of which have been delivered to TMI by the Stockholder, the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of Apple TMI Common Stock other than this Agreement, the Stockholders Agreement and the Registration Rights Agreement; (iii) he unless otherwise specified on Schedule 3.01, the Stockholder is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if he is not such an investor, Section 3.01(a) of the Disclosure Statement sets forth the name and address of his Purchaser Representative501 (a); (iv) he the Stockholder (A) is able to bear the economic risk of an investment in the Apple TMI Common Stock to be acquired by him or her pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment in the Apple TMI Common Stock, or (2D) his Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple TMI concerning any and all matters relating to the transactions contemplated herebyby this Agreement, including the background and experience of the current and proposed officers and directors of AppleTMI, the plans for the operations of the business of AppleTMI, the business, operations and financial condition of the Other Founding Companies and any plans of Apple TMI for additional acquisitions, or his Purchaser Representative and (E) has asked all questions of the nature described in the immediately preceding clauseclause (D), and all those questions have been answered to his satisfaction and the satisfaction of his Purchaser Representativeor her satisfaction; (b) the capitalization Trustees are the duly named and serving trustees of the Orthodontic Entity shall be in compliance with Stockholder, the requirements execution and delivery by the Trustees of this Agreement are within the powers of the applicable regulations in the Organization StateTrustees, and no shares the performance by the Stockholder of capital stock this Agreement are within the powers and purposes of the Orthodontic Entity (Stockholder under the "Orthodontic Entity Common Stock") areterms of all documents creating, evidencing or governing the Stockholder, true and correct copies of all of which have been delivered to the Company by the Stockholder, and neither the execution, delivery nor performance by the Stockholder of this Agreement will violate, constitute a breach of, or will beconflict with any documents creating, held in treasury; (c) except as set forth in Section 3.01(c) of evidencing or governing the Disclosure Statement, the Stockholders own, or will own, all of the issued and outstanding shares of Orthodontic Entity Common Stock, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies and shareholders' agreements; (d) each outstanding share of Orthodontic Entity Common Stock has been, or will be, legally and validly issued and is, or will be, fully paid and nonassessable, and there exist no options, warrants, subscriptions or other rights to purchase, or securities convertible into or exchangeable for, any of the authorized or outstanding securities of the Orthodontic Entity; (e) no shares of capital stock of the Orthodontic Entity have been issued or disposed of in violation of the preemptive rights, rights of first refusal or similar rights of any of the Orthodontic Entity's stockholdersStockholder; and (fc) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himselfcorrect, and his the agreements set forth in that Article therein are hereby are agreed to.