Common use of Representations of Stockholder Clause in Contracts

Representations of Stockholder. Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and (c) has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. The Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock and that number of shares of Non-Transferable Class B Stock, par value $1.00 per share, of the Company (together with the Transferable Class B Stock, par value $1.00 per share, of the Company (the "Transferable Class B Stock"), the "Class B Stock") set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock or Class B Stock for which such Stockholder has the sole authority to vote other than such Stockholder's his Shares, but excluding any shares of Common Stock or Class B Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and and (c) has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's his obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder Shareholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement)lien, charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. Stockholder represents that such Stockholderthat: (a) such Stockholder is or may become the beneficial owner of that the number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, as of the date hereof such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and ; (c) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. ; and (d) Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx are the sole beneficiaries of The representations Xxxxxxx X. and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.Xxxx X.

Representations of Stockholder. Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and and (c) has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. Stockholder represents that such Stockholderthat: (a) such Stockholder is or may become the beneficial owner of that the number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, as of the date hereof such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and ; (c) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent; and (d) there are no named beneficiaries of the Leeolou Family Foundation. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. Each Stockholder individually hereby represents that such Stockholderand warrants to Parent that: (a) is such Stockholder understands that the beneficial owner issuance of that number the Parent Common Stock and a promissory note to Stockholder pursuant to the Merger or, in the case of DSA, shares of the Parent Common Stock set forth opposite such Stockholder's name pursuant to the Stock Purchase, will be on Exhibit A (such Stockholder's "Shares"); (bthe basis that the issuance thereof is exempt from registration pursuant to Section 4(2) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in of the Securities Exchange Act of 19341933, as amended (the "1934 Securities Act")) or own of record any shares of Common Stock other than , and that Parent's reliance upon such exemption is predicated upon such Stockholder's Sharesrepresentations; (b) such Stockholder understands that the securities to be issued to Stockholder pursuant to the Merger or the Stock Purchase, but excluding as the case may be, have not been registered under the Securities Act or any applicable state securities law and must be held indefinitely unless subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (c) the securities to be issued to such Stockholder pursuant to the Merger or the Stock Purchase, as the case may be, will be acquired by such Stockholder for investment for such Stockholder's own account and not as a nominee or agent (other than as a custodian under CUGMA), and not with a view to the sale or distribution thereof in a manner that would violate the Securities Act; (d) such Stockholder (i) has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of such Stockholder's prospective investment in securities of Parent; (ii) has received all of the information Stockholder has requested from Parent or Company that Stockholder considers necessary or appropriate for deciding whether to accept the securities of Parent; (iii) has the ability to bear the economic risks of the Stockholder's prospective investment; and (iv) is able to hold the securities of Parent for an indefinite period of time and to suffer complete loss of Stockholder's investment; (e) such Stockholder understands that each certificate representing the Promissory Note or shares of Parent Common Stock which issued to such Stockholder pursuant to the Merger or the Stock Purchase, as the case may be, shall contain a legend to the effect that such securities have not been registered under the Securities Act or any state securities laws and such securities may not be sold or transferred in the absence of registration under the Securities Act and all applicable state securities laws or an applicable exemption therefrom; and (f) such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and (c) has the right, full power and authority to execute make, enter into and deliver this Agreement and to perform such Stockholder's obligations under carry out the terms of this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a the valid and legally binding agreement obligation of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. Each Stockholder represents that such Stockholder: (a) is the beneficial owner of that number of shares of Common Stock Stock, par value $.01 per share of the Company (the "COMMON STOCK") and that number of shares of Class A common stock, par value $.01 per share, of the Company (the "CLASS A STOCK", and together with the Common Stock, the "COMMON SHARES") set forth opposite such Stockholder's name on Exhibit EXHIBIT A (such Stockholder's amount, the "SharesSHARES");; and (b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and (c) has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's its obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its termsterms except as such validity, enforceability and binding effect may be limited by bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally and by equitable principles; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of StockholderStockholder the violation of which would reasonably be expected to have a material adverse effect upon the consummation of the transactions contemplated hereby; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement)lien, charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.

Representations of Stockholder. Stockholder represents that such Stockholderthat: (a) such Stockholder is or may become the beneficial owner of that the number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, as of the date hereof such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and ; (c) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.; and

Representations of Stockholder. Stockholder represents that such Stockholderthat: (a) such Stockholder is or may become the beneficial owner of that the number of shares of Common Stock set forth opposite such Stockholder's name on Exhibit A (such Stockholder's "Shares"); (b) except as may be denoted in Exhibit A, as of the date hereof such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but excluding any shares of Common Stock which such Stockholder has the right to obtain upon the exercise of stock options outstanding on the date hereof; and ; (c) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder's obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other obligation (written or oral) to which such Stockholder is a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any Lien (as defined in the Merger Agreement), charge or other encumbrance of any nature whatsoever upon the Shares, other than in favor of Parent; and (d) there are no named beneficiaries of the Xxxxxx-Xxxxxx Foundation. The representations and warranties contained herein shall be made as of the date hereof and as of each date from the date hereof through and including the date that the Merger is consummated or this Agreement is terminated in accordance with its terms.