Common use of Representations of Each Stockholder Clause in Contracts

Representations of Each Stockholder. Each Stockholder represents and warrants as follows: (a) such Stockholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Stockholder or the performance of such Stockholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Stockholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Stockholder’s Schedule 13D filed with the Securities and Exchange Commission, if any); (d) such Stockholder beneficially owns and has the sole power to vote or direct the voting of the Shares, including all of such Stockholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Stockholder and over which such Stockholder, directly or indirectly, has sole voting and dispositive authority; (e) such Stockholder beneficially owns such Stockholder’s Existing Shares as set forth on Schedule A hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Stockholder’s Schedule 13D filed with the Securities and Exchange Commission, if any); and (f) such Stockholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Stockholder agrees that such Stockholder shall not take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Stockholder of such Stockholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Representations of Each Stockholder. Each Stockholder Stockholder, with respect to itself only, represents and warrants as follows: to each of the Parent Parties that: (a) (i) Such Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of such Stockholder’s Original Shares free and clear of all Liens, other than such Original Shares held in margin accounts or pledged pursuant to credit facilities with banks or other financial institutions, in each case as of the date hereof, which Original Shares such Stockholder continues to have the power to vote so long as there is no margin call or event of default, and (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Stockholder is a party relating to the pledge, disposition or voting of any of such Stockholder’s Original Shares and there are no voting trusts or voting agreements with respect to such Stockholder’s Original Shares. (b) Such Stockholder does not beneficially own any shares of Company Common Stock other than (i) such Stockholder’s Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth below such Shareholder’s signature on the signature page of this Agreement (collectively, such Stockholder’s “Options”). (c) If such Stockholder is a corporation, such Stockholder has full legal right, capacity corporate power and authority (or if such Stockholder is not a corporation, such Stockholder has the legal capacity) to enter into, execute and deliver this Agreement, Agreement and to perform such Stockholder’s fully its obligations hereunder and to consummate (including the transactions contemplated hereby; (bproxy described in Section 3(b) this below)). This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a the legal, valid and legally binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors rights generally and no other action by general equitable principles (regardless of whether such enforceability is necessary to authorize considered in a proceeding in equity or at law). (d) None of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to such Stockholder or the performance of to such Stockholder’s obligations hereunder; (c) property or assets, except for conflicts, breaches or defaults that would not impair the execution and delivery ability of this Agreement by such Stockholder does not, and to perform its obligations hereunder or prevent or delay the consummation of the transactions contemplated hereby and by this Agreement. (e) Except as may be required by applicable requirements of the compliance with the provisions hereof will notExchange Act, conflict with No consent, approval or violate any law or result in any breach of or violation authorization of, or constitute a default (or an event that with notice or lapse of time or both would become a default) underdesignation, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Stockholder or the Shares, nor require any authorization, consent or approval of, declaration or filing with, any Governmental Entity (other than an amendment to such Stockholder’s Schedule 13D filed with Authority on the Securities and Exchange Commission, if any); (d) such Stockholder beneficially owns and has the sole power to vote or direct the voting of the Shares, including all of such Stockholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Stockholder and over which such Stockholder, directly or indirectly, has sole voting and dispositive authority; (e) such Stockholder beneficially owns such Stockholder’s Existing Shares as set forth on Schedule A hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Stockholder’s Schedule 13D filed with the Securities and Exchange Commission, if any); and (f) such Stockholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Stockholder agrees that such Stockholder shall not take any action that would make any representation or warranty part of such Stockholder contained herein untrue or incorrect or have is required in connection with the effect of preventing, impairing, delaying or adversely affecting the performance valid execution and delivery by such Stockholder of this Agreement. If such Stockholder’s Stockholder is Xxxxxxx, no consent of Xxxxxxx’x spouse is necessary under any “community property” or other laws in order for Xxxxxxx to enter into and perform its obligations under this Agreement; provided that nothing . (f) Except for the representations and warranties expressly contained in this sentence will prohibit any Permitted Transfer. As used in this AgreementSection 2, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934such Stockholder makes no express or implied warranty with respect to such Stockholder, as amended (the “Exchange Act”)such Stockholder’s Shares or otherwise.

Representations of Each Stockholder. Each Stockholder hereby severally and not jointly represents and warrants to Parent as follows: of the date hereof that: (a) Such Stockholder: (i) is the Beneficial Owner of, and has good and marketable title to, all of its Original Shares, free and clear of any proxy, voting restriction, adverse claim, or other Liens, other than those created by this Agreement, or under applicable federal or state securities laws; and (ii) has the sole voting and sole disposition power over all of its Original Shares. Except pursuant to this Agreement and that certain Amended and Restated Registration Rights Agreement, dated as of March 20, 2020, by and among Pxxxxx and the other parties thereto, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which such Stockholder is a party relating to the pledge, disposition, or voting of any of its Original Shares and there are no voting trusts or voting agreements with respect to its Original Shares. (b) Such Stockholder does not Beneficially Own, directly or indirectly, any shares of Pxxxxx Common Stock other than the Original Shares. (c) Such Stockholder has full legal right, capacity power and authority to execute enter into, execute, and deliver this Agreement, Agreement and to perform fully such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid the legal, valid, and legally binding agreement obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, and no except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other action is necessary to authorize the execution and delivery of this Agreement by such Stockholder or the performance of such Stockholder’s obligations hereunder; similar Laws affecting creditors’ rights generally. (cd) the The execution and delivery of this Agreement by such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law Law applicable to such Stockholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a any Lien on any of the its Pxxxxx Shares pursuant to, any agreement or other instrument or obligation (including organizational documents) binding upon such Stockholder or the any of its Pxxxxx Shares, nor require except for any authorizationof the foregoing as would not, consent and would not reasonably be expected to, individually or approval in the aggregate, impair the ability of the Stockholder to perform its obligations under this Agreement. (e) No consent, approval, Order, or authorization of, or registration, designation, declaration, or filing with, any Governmental Entity (Body or any other than an amendment to Person on the part of such Stockholder’s Schedule 13D filed Stockholder is required in connection with the Securities and Exchange Commissionvalid execution, if any); delivery, or performance of this Agreement. (df) such Stockholder beneficially owns and has There is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative, or otherwise) (each an “Action”) pending against, or, to the sole power to vote or direct the voting of the Shares, including all knowledge of such Stockholder’s Existing Shares as set forth on, and in the amounts set forth onthreatened against, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Stockholder and over which such Stockholderor the validity of this Agreement, directly in each case, that could reasonably be expected to materially impair or indirectly, has sole voting and dispositive authority; (e) such Stockholder beneficially owns such Stockholder’s Existing Shares as set forth on Schedule A hereto free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Stockholder’s Schedule 13D filed with materially adversely affect the Securities and Exchange Commission, if any); and (f) such Stockholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Stockholder agrees that such Stockholder shall not take any action that would make any representation or warranty ability of such Stockholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Stockholder of to perform such Stockholder’s obligations under hereunder or to consummate the transactions contemplated by this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Agreement on a timely basis.