Representations of Shareholders. Each Shareholder hereby represents and warrants to each of the other Shareholders that (a) he owns and has the right to vote the number of shares of the Capital Stock of the Corporation set forth opposite his name on Exhibit B attached hereto, (b) he has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof, and (c) he will not take any action inconsistent with the purposes and provisions of this Agreement.
Representations of Shareholders. The Shareholders represent and warrant as follows:
Representations of Shareholders. Each Shareholder hereby represents and warrants to the other Shareholder that such Shareholder owns and has the right to vote the Shares owned by such Shareholder, (b) has full power and authority to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement in respect of the Shares and (c) will not take any action inconsistent with the purposes and provisions of this Agreement.
Representations of Shareholders. Each Shareholder, severally and not jointly as to himself/itself only, hereby represents and warrants to INC as follows:
Representations of Shareholders. Each of the Shareholders ------------------------------- represents and warrants to the Company, Parent and Merger Sub that (a) such Shareholder lawfully owns beneficially (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")), and of record the number of shares of Company Common Stock set forth opposite such Shareholder's name on Exhibit A (such Shareholder's "Shares") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options (other than options described in the Company Disclosure Letter or annexes thereto), warrants or other rights, agreements, arrangements or commitments of any character to which such Shareholder is a party relating to the pledge, disposition or voting of any shares of capital stock of the Company (other than, with respect to Xx. Xxxxx X. Kirk, a pledge of his Shares made in connection with a loan financing the acquisition of real property) and there are no voting trusts or voting agreements with respect to such Shares, (b) such Shareholder does not beneficially own any shares of Company Common Stock or any other shares of capital stock of the Company other than such Shares and, except for such Shares, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company, (c) such Shareholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Shareholder's obligations hereunder, and (d) this Agreement has been duly executed and delivered by such Shareholder, constitutes the legal, valid and binding obligation of such Shareholder, and is enforceable against such Shareholder in accordance with its terms.
Representations of Shareholders. Each Shareholder hereby represents and warrants to the Trustee and the Company that:
Representations of Shareholders. 34 5.6 Tax Free Reorganization. . . . . . . . . . . . . . . . . . 34 5.7
Representations of Shareholders. Each Shareholder hereby represents and warrants, as to himself and his affiliates, to SSI as follows (it being acknowledged that SSI is entering into this Agreement in material reliance upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by their signature set forth on the signature page, constitutes a condition precedent to the obligations of SSI hereunder):
Representations of Shareholders. Each of the Shareholders represents and warrants that he has read and understands this Agreement, that he has consulted with his legal counsel who has explained all of its terms and provisions and that the agreed upon consideration for the undertakings made by him hereunder is adequate. Each Shareholder acknowledges and agrees that the restrictions on competitive activities and the other undertakings made by him in this Agreement will adversely effect his ability to obtain future employment and to engage in other pursuits, and, nevertheless, that he intends to be bound by all of the restrictions, undertakings, and other obligations required in this Agreement.
Representations of Shareholders. ...............................................2
