Common use of Holder Representations Clause in Contracts

Holder Representations. Each Holder represents and warrants, severally but not jointly, to Parent that: 3.4.1 Such Holder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 3.4.2 This Agreement has been duly executed and delivered by such Holder and (assuming the due authorization, execution and delivery hereof by Parent) constitutes a valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.4.3 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of such Holder, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which such Holder is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of such Holder, taken as a whole, and would not impair the ability of such Holder to perform its obligations under this Agreement; 3.4.4 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to such Holder in connection with the execution and delivery by such Holder of this Agreement or the consummation by such Holder of the transactions contemplated hereby, except as otherwise expressly provided herein.

Holder Representations. Each Holder hereby represents and warrants, severally but not jointly, to Parent thatas follows: 3.4.1 Such (i) It is the sole legal and beneficial owner of the Notes to be exchanged by Holder has all requisite power hereunder and authority to enter into the delivery of the Notes in accordance with this Agreement will transfer ownership of the Notes to the Company free and clear of any liens, claims, interests, charges or other encumbrances. (ii) It has not previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, the Notes to consummate the transactions contemplated hereby;be exchanged by Holder hereunder, nor has Holder entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, such Notes. 3.4.2 (iii) This Agreement has been duly and validly authorized, executed and delivered by such Holder and (assuming shall constitute the due authorizationlegal, execution and delivery hereof by Parent) constitutes a valid and binding obligation of such Holder, Holder enforceable against such Holder in accordance with its terms, except that as such enforceability may be subject limited by general principles of equity or to (i) applicable bankruptcy, insolvency, reorganization or reorganization, moratorium, liquidation and other similar laws relating to, or affecting or relating to generally, the enforcement of applicable creditors’ rights generally and remedies. (iv) The execution, delivery and performance by Holder of this Agreement and the consummation by Holder of the Exchange contemplated hereby will not (i) result in a violation of the organizational documents of Holder or (ii) general equitable principles; 3.4.3 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any a violation of or default (with or without notice or lapse of timeany law, or both) under (i) any provision of the charter or organizational documents of such Holderrule, (ii) any judgmentregulation, order, decreejudgment or decree (including federal and state securities laws) applicable to Holder, statuteexcept for such conflicts, lawdefaults, ordinancerights or violations which would not, rule individually or regulation by which such Holder is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii)aggregate, any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of such Holder, taken as a whole, and would not impair the ability of such Holder to perform its obligations under hereunder. (v) The execution, delivery and performance by Holder of this Agreement; 3.4.4 No Agreement and the consummation of the Exchange contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, or authorization, consent or approval of, any governmental body, agency or official on the part of Holder. (vi) Holder, together with its affiliates, (i) immediately after giving effect to the Exchange and the issuance of the Shares, will not beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding, and (ii) has not and will not have beneficially owned in excess of 9.99% of the number of shares of Common Stock outstanding at any time during the ninety (90) day period ending on the date of the Closing. For purposes of the foregoing sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934. (vii) The Notes do not constitute “restricted securities” as defined in Rule 144(a)(3) under the Securities Act. (viii) Holder has not engaged any broker, finder or other entity acting under the authority of Holder or any of its affiliates that is required by entitled to any commission or with respect to such Holder other fee in connection with the execution Exchange. (ix) Holder has sufficient experience in business, financial and delivery by such investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the Exchange and receipt of the Shares, and Holder acknowledges that (i) the Company makes no representation regarding the value of this Agreement the Notes or the consummation by such Shares and (ii) Holder has independently and without reliance upon the Company made its own analysis and decision to enter into the Exchange and exchange the Notes for the Shares. (x) Holder acquired the Notes as principal and not for the account of the transactions contemplated hereby, except as otherwise expressly provided hereinany other person.

Holder Representations. Each Holder represents respectively warrants with ---------------------- respect to itself in favor of each other Holder as follows, and warrants, severally but not jointly, to Parent thathereby acknowledges and agrees that each of the other Holders has relied and is relying on such representations and warranties in entering into this Agreement: 3.4.1 Such Holder (a) it is the beneficial owner of that number and class of the issued and outstanding securities of the Company set out opposite its name on Exhibit A attached hereto, and holds such securities free and clear of all claims, liens, security interests and encumbrances whatsoever and, except as provided in the warrants or the options disclosed on such Exhibit A, no person will have any agreement or option or right capable of becoming an agreement for the purchase of any such securities; (b) it has all requisite necessary power and authority to own its Common Shares and to enter into and carry out the provisions of this Agreement Agreement, and has taken all acts (corporate or otherwise) necessary to consummate authorize the transactions contemplated hereby; 3.4.2 This Agreement has been duly executed and delivered by such Holder and (assuming the due authorization, execution and delivery hereof by Parentof this Agreement; (c) this Agreement constitutes a valid and the binding obligation obligations of such Holder, enforceable against such Holder in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.4.3 The (d) neither the execution and delivery of this Agreement do not, and nor the consummation of the transactions contemplated hereby and fulfillment or compliance with the provisions hereof will not, result in any violation of or default (with or without notice or lapse of time, or both) under terms and conditions hereof: (i) conflicts with or will conflict with or result in a breach of any provision of the charter terms, conditions, or organizational documents provisions of or constitute a material default under such Holder, 's organizational documents; or (ii) conflicts with or will conflict with or result in a material breach of any judgmentof the terms, orderconditions, decree, statute, law, ordinance, rule or regulation by provisions of or constitute a material default under any agreement or instrument to which such Holder is bound a party or by which it is bound; and (e) there are no actions, suits or proceedings pending, or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations knowledge of such HolderHolder threatened, taken as a wholeagainst such Holder or its Affiliates which, and would not impair if adversely determined, could materially adversely affect the ability of such Holder or its Affiliates to perform its obligations under this Agreement; 3.4.4 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to such Holder in connection with the execution and delivery by such Holder of this Agreement or the consummation by such Holder of the transactions contemplated hereby, except as otherwise expressly provided herein.

Holder Representations. Each In connection with the sale of the Shares, ---------------------- the Holder represents and warrants, severally but not jointly, to Parent thatthe Purchaser the following: 3.4.1 Such (a) This Agreement has been duly authorized, executed and delivered by or on behalf of Holder and constitutes a valid and binding obligation upon Holder. (b) The execution and delivery by Holder of, and the performance by Holder of his obligations under, this Agreement, will not contravene any provision of applicable law, or any agreement or other instrument binding upon Holder or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Holder, and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by Holder of his obligations under this Agreement. (c) Holder has valid, marketable title to the Shares to be sold by him and the legal right and power, and all requisite power authorization and authority approval required by law, to enter into this Agreement and to consummate sell, transfer and deliver the transactions contemplated hereby;Shares to be sold by him. 3.4.2 This Agreement has been (d) Delivery of the certificates for the Shares to be sold by Holder pursuant to this Agreement, together with a duly executed stock power transferring such Shares to the Purchaser, will, upon receipt of payment for such Shares, pass marketable title to such Shares to the Purchaser free and delivered by such clear of any security interests, claims, liens, equities and other encumbrances. It is expressly understood and agreed between the parties that Holder makes no representations as to compliance with provisions of Rule 144 and (assuming Section 4(1) and comparable state provisions for the due authorization, execution and delivery hereof by Parent) constitutes a valid and binding obligation transfer of such Holder, enforceable against such Holder in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.4.3 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of such Holder, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which such Holder is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of such Holder, taken as a whole, and would not impair the ability of such Holder to perform its obligations under this Agreement; 3.4.4 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to such Holder in connection with the execution and delivery by such Holder of this Agreement or the consummation by such Holder of the transactions contemplated hereby, except as otherwise expressly provided hereinsecurities.

Holder Representations. Each The Holder represents and warrants, severally but not jointly, warrants to Parent the Company that: 3.4.1 Such (i) The Holder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 3.4.2 (ii) This Agreement has been duly executed and delivered by such the Holder and (assuming the due authorization, execution and delivery hereof by Parentthe Company) constitutes a valid and binding obligation of such the Holder, enforceable against such the Holder in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.4.3 (iii) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of or default (with or without notice or lapse of time, or both) under (i) any provision of the charter or organizational documents of such the Holder, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which such the Holder is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of such the Holder, taken as a whole, and would not impair the ability of such the Holder to perform its obligations under this Agreement;; 3.4.4 (iv) No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to such the Holder in connection with the execution and delivery by such the Holder of this Agreement or the consummation by such the Holder of the transactions contemplated hereby, except as otherwise expressly provided herein.