Common use of Representations of Shareholder Clause in Contracts

Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape set forth on the signature page to this Agreement ("Shares") free and clear of all Liens. 1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) (a) any shares of the capital stock of Medscape or (b) any rights to acquire any shares of the capital stock of Medscape, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.

Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape MedicaLogic set forth on the signature page to this Agreement ("Shares") free and clear of all Liens. 1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) ) (a) any shares of the capital stock of Medscape MedicaLogic or (b) any rights to acquire any shares of the capital stock of MedscapeMedicaLogic, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape MedicaLogic which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, 2 subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.

Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape MedicaLogic set forth on the signature page to this Agreement ("Shares") free and clear of all Liens. 1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) ) (a) any shares of the capital stock of Medscape MedicaLogic or (b) any rights to acquire any shares of the capital stock of MedscapeMedicaLogic, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape MedicaLogic which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies., 1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.

Representations of Shareholder. 1.1 The Shareholder represents that and warrants that, as of the date of this Agreement, the Shareholder is the beneficial holder of the number of shares of the capital stock of Medscape the Company set forth on the signature page to this Agreement ("“Shares"”) free and clear of all LiensLiens (other than Liens under applicable Law) which would adversely affect the ability of the Shareholder to comply with the terms of this Agreement. 1.2 The Shareholder represents and warrants that the Shareholder does not own beneficially or of record own (as such term is defined in the Exchange Act) or of record (a) any shares of the capital stock of Medscape the Company, other than the Shares or (b) any rights to acquire any shares of the capital stock of Medscapethe Company, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape which options held by the Shareholder has or its affiliates and the right to obtain upon the Shares issuable on exercise of stock options such outstanding on the date hereofoptions. 1.3 The Shareholder represents and warrants that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents and warrants that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's ’s properties or Shares is bound or affected; or (b) result in any material breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or Lien applicable to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's ’s properties (including but not limited to the Shares) is bound or affected; or (c) require any written, oral or other agreement, contract or legally binding commitment of any third party except, in each case, a violation, conflict, breach, default or commitment which would not be reasonably likely to have a material adverse effect on such Shareholder’s ability to consummate the transactions contemplated by this Agreement. 1.5 The Shareholder represents and warrants that the representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through Termination Time (as defined in Section 11.4 hereof) and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape [MedicaLogic/Medscape] set forth on the signature page to this Agreement ("Shares") free and clear of all Liens. 1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) ) (a) any shares of the capital stock of Medscape [MedicaLogic/Medscape] or (b) any rights to acquire any shares of the capital stock of [MedicaLogic/Medscape], other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape [MedicaLogic/Medscape] which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, 56 subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.

Representations of Shareholder. 1.1 The Shareholder represents that the and warrants to Citizens that: (a) The Shareholder is the holder beneficial owner (within the meaning of Rule 13d-3) of, and has good title to, all of the number of shares of Owned Shares. The Owned Shares are owned by the capital stock of Medscape set forth on the signature page to this Agreement ("Shares") Shareholder free and clear of any and all Liens, and, except for this Agreement, there are no options or other rights, agreements, arrangements, or commitments of any kind to which the Shareholder is a party or by or to which the Shareholder or the Owned Shares are bound or subject relating to the pledge, transfer, disposition, or voting of any of the Owned Shares, and there is no voting trust or voting agreement with respect to the Owned Shares. 1.2 (b) The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in within the Exchange Act) (ameaning of Rule 13d-3) any shares of the Charter Stock, or any shares of any other class or series of capital stock of Medscape or (b) any rights to acquire any shares of the capital stock of MedscapeCharter, other than the Shareholder's Owned Shares, but excluding any shares of the capital stock of Medscape which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 (c) The Shareholder represents that the Shareholder has full power and authority and legal capacity to makeenter into, enter into execute, and carry out deliver this Agreement and to perform fully the terms of this AgreementShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a the legal, valid valid, and binding obligation of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 (d) The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: , conflict with, violate, result in a breach of, constitute a default (a) conflict with or violate without notice or lapse of time or both) under, or give rise to or result in the creation of a Lien on any order applicable of the Owned Shares pursuant to (i) any trust agreement, loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, contract, or other agreement or instrument to which the Shareholder or is a party, by which the Shareholder or any of the Shareholder's properties ’s property or Shares is bound or affected; or assets (bincluding without limitation the Owned Shares) result in any breach of or constitute a default (with notice or lapse of timeare bound, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties ’s property or assets (including but not limited to without limitation the Owned Shares) are subject; or (ii) any Law applicable to or binding upon the Shareholder or the Shareholder’s property or assets (including without limitation the Owned Shares). (e) No consent, approval, or authorization of or designation, declaration, or filing with any Governmental Entity or other Person on the part of the Shareholder is bound required in connection with the execution and delivery of this Agreement by the Shareholder or affectedthe performance of this Agreement by the Shareholder. No consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform the Shareholder’s obligations under this Agreement.

Representations of Shareholder. 1.1 The Shareholder represents that and warrants that, as of the date of this Agreement, the Shareholder is the beneficial holder of the number of shares of the capital stock of Medscape the Company set forth on the signature page to this Agreement ("Shares") free and clear of all LiensLiens (other than Liens under applicable Law) which would adversely affect the ability of the Shareholder to comply with the terms of this Agreement. 1.2 The Shareholder represents and warrants that the Shareholder does not own beneficially or of record own (as such term is defined in the Exchange Act) or of record (a) any shares of the capital stock of Medscape the Company, other than the Shares or (b) any rights to acquire any shares of the capital stock of Medscapethe Company, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape which options held by the Shareholder has or its affiliates and the right to obtain upon the Shares issuable on exercise of stock options such outstanding on the date hereofoptions. 1.3 The Shareholder represents and warrants that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents and warrants that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any material breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or Lien applicable to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected; or (c) require any written, oral or other agreement, contract or legally binding commitment of any third party except, in each case, a violation, conflict, breach, default or commitment which would not be reasonably likely to have a material adverse effect on such Shareholder's ability to consummate the transactions contemplated by this Agreement. 1.5 The Shareholder represents and warrants that the representations and warranties contained in this Agreement are accurate in all respects as of the date of this Agreement, will be accurate in all respects at all times through Termination Time (as defined in Section 11.4 hereof) and will be accurate in all respects as of the date of the consummation of the Merger as if made on that date.

Representations of Shareholder. 1.1 The Shareholder represents that the and warrants to FB Financial that: (a) The Shareholder is the holder beneficial owner (within the meaning of Rule 13d-3) of, and has good title to, all of the number of shares of Owned Shares. The Owned Shares are owned by the capital stock of Medscape set forth on the signature page to this Agreement ("Shares") Shareholder free and clear of any and all Liens, and, except for this Agreement, there are no options or other rights, agreements, arrangements, or commitments of any kind to which the Shareholder is a party or by or to which the Shareholder or the Owned Shares are bound or subject relating to the pledge, transfer, disposition, or voting of any of the Owned Shares, and there is no voting trust or voting agreement with respect to the Owned Shares. 1.2 (b) The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in within the Exchange Act) (ameaning of Rule 13d-3) any shares of the FNB Stock, or any shares of any other class or series of capital stock of Medscape or (b) any rights to acquire any shares of the capital stock of MedscapeFNB, other than the Shareholder's Owned Shares, but excluding any shares of the capital stock of Medscape which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 (c) The Shareholder represents that the Shareholder has full power and authority and legal capacity to makeenter into, enter into execute, and carry out deliver this Agreement and to perform fully the terms of this AgreementShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a the legal, valid valid, and binding obligation of the Shareholder, Shareholder enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 (d) The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do does not, and the performance of this Agreement by the Shareholder will not: , conflict with, violate, result in a breach of, constitute a default (a) conflict with or violate without notice or lapse of time or both) under, or give rise to or result in the creation of a Lien on any order applicable of the Owned Shares pursuant to (i) any trust agreement, loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, contract, or other agreement or instrument to which the Shareholder or is a party, by which the Shareholder or any of the Shareholder's properties ’s property or Shares is bound or affected; or assets (bincluding without limitation the Owned Shares) result in any breach of or constitute a default (with notice or lapse of timeare bound, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties ’s property or assets (including but not limited to without limitation the Owned Shares) are subject, or (ii) any Law applicable to or binding upon the Shareholder or the Shareholder’s property or assets (including without limitation the Owned Shares). (e) No consent, approval, or authorization of or designation, declaration, or filing with any Governmental Entity or other Person on the part of the Shareholder is bound required in connection with the execution and delivery of this Agreement by the Shareholder or affectedthe performance of this Agreement by the Shareholder. No consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform the Shareholder’s obligations under this Agreement.

Representations of Shareholder. 1.1 The Shareholder represents that the Shareholder is the holder of the number of shares of the capital stock of Medscape MedicaLogic set forth on the signature page to this Agreement ("Shares") free and clear of all Liens. 1.2 The Shareholder represents that the Shareholder does not beneficially or of record own (as such term is defined in the Exchange Act) ) (a) any shares of the capital stock of Medscape MedicaLogic or (b) any rights to acquire any shares of the capital stock of MedscapeMedicaLogic, other than the Shareholder's Shares, but excluding any shares of the capital stock of Medscape MedicaLogic which the Shareholder has the right to obtain upon the exercise of stock options outstanding on the date hereof. 1.3 The Shareholder represents that the Shareholder has full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the 2 Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 The Shareholder represents that the execution and delivery of this Agreement by the Shareholder do not, and the performance of this Agreement by the Shareholder will not: (a) conflict with or violate any order applicable to the Shareholder or by which the Shareholder or any of the Shareholder's properties or Shares is bound or affected; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien, restriction, adverse claim, encumbrance or security interest in or to any of the Shares pursuant to any written, oral or other agreement, contract or legally binding commitment to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's properties (including but not limited to the Shares) is bound or affected.