REPRESENTATIONS AND WARRANTIES OF COMVEST. SECTION 2.01. Due Organization and Authority 4 SECTION 2.02. No Conflict 4 Article III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS SECTION 3.01. Organization and Authority 4 SECTION 3.02. No Conflict 4 Article IV TRANSFER OF SHARES SECTION 4.01. Legends 5 SECTION 4.02. Certain Restrictions on Sale and Encumbrance 5 SECTION 4.03. Improper Sale or Encumbrance 5 SECTION 4.04. Tag-Along Rights 6 SECTION 4.05. Transferees to Execute Agreement 7 Article V MISCELLANEOUS SECTION 5.01. Notices. 7 SECTION 5.02. Public Announcements 8 SECTION 5.03. Cumulative Remedies; Specific Performance 8 SECTION 5.04. Binding Effect; Successors in Interest 8 SECTION 5.05. Severability 8 SECTION 5.06. Counterparts 9 SECTION 5.07. Entire Agreement 9 SECTION 5.08. Governing Law; Submission to Jurisdiction 9 SECTION 5.09. Expenses 9 SECTION 5.10. Amendments and Waivers; Assignment 9 SECTION 5.11. Headings 10 SECTION 5.12. Waiver of Jury Trial 10 STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT, dated as of February 11, 2005, is entered into among ComVest Investment Partners II LLC ("ComVest") and each Person (other than ComVest) who becomes a signatory hereto (such signatories, individually, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
REPRESENTATIONS AND WARRANTIES OF COMVEST. ComVest hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement, except for representations and warranties that are made only as of a specific date, which are true and correct as of such specific date.
REPRESENTATIONS AND WARRANTIES OF COMVEST. SECTION 2.01. Due Organization and Authority..................................4 SECTION 2.02. No Conflict.....................................................4
REPRESENTATIONS AND WARRANTIES OF COMVEST. ComVest represents and warrants to the Stockholders as follows:
