Common use of Representations of Stockholders Clause in Contracts

Representations of Stockholders. Each of the Stockholders severally represents as to himself, herself or itself that: (a) such Stockholder is the beneficial owner with the sole power to vote that number of Company securities as set forth opposite such Stockholder's name on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "Securities") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and (b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any Company securities other than such Stockholder's Securities, and any shares of Company stock which such Stockholder has the right to obtain upon the exercise of employee stock options outstanding on the date hereof; (c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to take all actions required and to consummate all of the transactions contemplated by this Agreement. This Agreement is a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Authority, in connection with the execution and delivery of this Agreement by such Stockholder, the performance of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby; (g) the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, constitute or result in: (A) if the Stockholder is a corporation, partnership or other similar business entity, a breach or violation of, or a default under, the certificate or by-laws or the comparable governing instruments of such Stockholder or (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets or any Company Securities of such Stockholder (with or without notice, lapse of time or both) pursuant to, any Contract (as defined below) binding upon such Stockholder or any Law or governmental or non-governmental permit or license to which such Stockholder is subject or by which such Stockholder or its assets are bound; (h) such Stockholder will take all necessary action to ensure that such Stockholder's Securities will at all times during the term of this Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities or any Company Securities issuable upon exercise, conversion or exchange of such Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities, as the case may be, other than this Agreement; and (i) such Stockholder understands and acknowledges that MidMark and the Company are each entering into the Note Purchase Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and the representations and warranties of each Stockholder contained herein are for the benefit of MidMark and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the approval of the Stockholders of the Company for the issuance of Company capital stock upon conversion of the Notes is obtained or this Agreement is terminated in accordance with its terms.

Representations of Stockholders. Each of the Stockholders severally represents as to himself, himself or herself or itself thatthat such Stockholder: (a) such Stockholder is the beneficial owner with holder in the sole power to vote capacity set forth on Exhibit A hereto of that number of shares of Company securities as Common Stock set forth opposite such Stockholder's name on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "SecuritiesShares") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and); (b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of Company securities Common Stock other than such Stockholder's Securitieshis or her Shares, and but excluding any shares of Company stock Common Stock which such Stockholder 2 has the right to obtain upon the exercise of employee stock options and upon the conversion of Convertible Notes (as defined in the Merger Agreement) outstanding on the date hereofhereof except, in the case of Mr. Xxxxxx xxx Shares subject to an option granted prior to the date hereof to a third party; (c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledgesthe right, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority to execute and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to take all actions required and to consummate all of the transactions contemplated by perform his obligations under this Agreement. This , and this Agreement is has been duly 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, except as enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and such execution, delivery and performance by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Authority, in connection with the execution and delivery Shareholder of this Agreement by such Stockholderwill not (i) conflict with, the performance of its obligations hereunder require a consent, waiver or the consummation by such Stockholder of the transactions contemplated hereby; (g) the execution and delivery of this Agreement by such Stockholder does notapproval under, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, constitute or result in: (A) if the Stockholder is a corporation, partnership or other similar business entity, in a breach of or violation of, or a default under, any of the certificate or by-laws or the comparable governing instruments of such Stockholder or (B) a breach or violation of, or a default under, the acceleration terms of any obligations or the creation of a liencontract, pledge, security interest commitment or other encumbrance on the assets obligation (written or any Company Securities of such Stockholder (with or without notice, lapse of time or bothoral) pursuant to, any Contract (as defined below) binding upon such Stockholder or any Law or governmental or non-governmental permit or license to which such Stockholder is subject a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction decree or its statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets are bound;of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shares; and (hd) such Stockholder will take all necessary action to ensure that such Stockholder's Securities the Shares are now and will at all times during the term of this Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities or any Company Securities issuable upon exercise, conversion or exchange of such SecuritiesShares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities, as the case may be, Shares other than this Agreement; and (i) such Stockholder understands and acknowledges that MidMark and the Company are each entering into the Note Purchase Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and the . The representations and warranties of each Stockholder contained herein are for the benefit of MidMark and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the approval of the Stockholders of the Company for the issuance of Company capital stock upon conversion of the Notes is obtained or this Agreement is terminated in accordance with its terms.date

Representations of Stockholders. Each of the Stockholders severally represents as to himselfStockholders, herself or itself severally, and not jointly, represent that: (a1) such Stockholder is the beneficial owner with possesses the sole or joint right to vote, or direct the voting of, all of the Shares set forth on Schedule A opposite the Stockholder's name, (2) such number of Shares constitutes all of the Shares with respect to which the Stockholder possesses the sole or joint right to vote, or direct the voting of, as the case may be, and (3) such Stockholder has good and marketable title to all of the Shares indicated on said list opposite the Stockholder's name, free of all restrictions and encumbrances of every kind and character, except as indicated on Schedule A. (1) such Stockholder possesses the sole or joint power to vote that dispose of, or direct the disposition of, the Shares set forth on Schedule A opposite the Stockholder's name, (2) such number of Company securities as set forth Shares constitutes all of the Shares with respect to which the Stockholder possesses or will possess the sole or joint power to dispose of or direct the disposition of, and (3) such Stockholder has good and merchantable title to all of the Shares indicated on said list opposite such the Stockholder's name free of all restrictions and encumbrances of any kind or character except as indicated on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "Securities") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and (b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any Company securities other than such Stockholder's Securities, and any shares of Company stock which such Stockholder has the right to obtain upon the exercise of employee stock options outstanding on the date hereof;Schedule A. (c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledgesfull right, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority and has taken all action necessary in order to executeenter into, deliver and perform its obligations under this Agreement; this Agreement has been duly executed and to take all actions required delivered by such Stockholder; and to consummate all of this Agreement constitutes the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement obligation of such the Stockholder, and is enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Authority, in connection with the execution and delivery of this Agreement by such Stockholder, the performance of its obligations hereunder or the consummation by such Stockholder of the transactions contemplated hereby; (g) the execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, constitute or result in: (A) if the Stockholder is a corporation, partnership or other similar business entity, a breach or violation of, or a default under, the certificate or by-laws or the comparable governing instruments of such Stockholder or (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets or any Company Securities of such Stockholder (with or without notice, lapse of time or both) pursuant to, any Contract (as defined below) binding upon such Stockholder or any Law or governmental or non-governmental permit or license to which such Stockholder is subject or by which such Stockholder or its assets are bound; (h) such Stockholder will take all necessary action to ensure that such Stockholder's Securities will at all times during the term of this Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities or any Company Securities issuable upon exercise, conversion or exchange of such Securities; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities, as the case may be, other than this Agreement; and (i) such Stockholder understands and acknowledges that MidMark and the Company are each entering into the Note Purchase Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and the representations and warranties of each Stockholder contained herein are for the benefit of MidMark and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the approval of the Stockholders of the Company for the issuance of Company capital stock upon conversion of the Notes is obtained or this Agreement is terminated in accordance with its terms.

Representations of Stockholders. Each of the Stockholders severally represents as to himself, himself or herself or itself thatthat such Stockholder: (a) such Stockholder is the beneficial owner with holder in the sole power to vote capacity set forth on Exhibit A hereto of that number of shares of Company securities as Common Stock set forth opposite such Stockholder's name on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "SecuritiesShares") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and); (b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of Company securities Common Stock other than such Stockholder's Securitieshis or her Shares, and other than any shares of Company stock which Common Stock that such Stockholder has the right to obtain upon the exercise of employee stock options Company Stock Options (as defined in the Merger Agreement) outstanding on the date hereof; (c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledgesthe right, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws); (d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization; (e) such Stockholder has all requisite power and authority to execute and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to take all actions required and to consummate all of the transactions contemplated by perform his obligations under this Agreement. This , and this Agreement is has been duly 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, except as enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and such execution, delivery and performance by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Authority, in connection with the execution and delivery Shareholder of this Agreement by such Stockholderwill not (i) conflict with, the performance of its obligations hereunder require a consent, waiver or the consummation by such Stockholder of the transactions contemplated hereby; (g) the execution and delivery of this Agreement by such Stockholder does notapproval under, and the performance of such Stockholder's obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby will not, constitute or result in: (A) if the Stockholder is a corporation, partnership or other similar business entity, in a breach of or violation of, or a default under, any of the certificate or by-laws or the comparable governing instruments of such Stockholder or (B) a breach or violation of, or a default under, the acceleration terms of any obligations or the creation of a liencontract, pledge, security interest commitment or other encumbrance on the assets obligation (written or any Company Securities of such Stockholder (with or without notice, lapse of time or bothoral) pursuant to, any Contract (as defined below) binding upon such Stockholder or any Law or governmental or non-governmental permit or license to which such Stockholder is subject a party or by which such Stockholder is bound; (ii) violate any order, writ, injunction decree or its statute, or any rule or regulation, applicable to Stockholder or any of the properties or assets are bound;of Stockholder; or (iii) result in the creation of, or impose any obligation on such Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the Shares; and (hd) such Stockholder will take all necessary action to ensure that such Stockholder's Securities the Shares are now and will at all times during the term of this Agreement be held by such Stockholder, or by a nominee or custodian for the account of such Stockholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Stockholder's Securities or any Company Securities issuable upon exercise, conversion or exchange of such SecuritiesShares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such Securities, as the case may be, Shares other than this Agreement; and (i) such Stockholder understands and acknowledges that MidMark and , except, in the Company are each entering into case of Mr. Xxxxxx xxx 40,000 Shares subject to an option granted prior to the Note Purchase Agreement in reliance upon such Stockholder's execution and delivery of this Agreement; and the date hereof to a third party. The representations and warranties of each Stockholder contained herein are for the benefit of MidMark and its permitted assigns and shall be deemed made as of the date hereof and as of each date from the date hereof through and including the earlier of the date that the approval of the Stockholders of the Company for the issuance of Company capital stock upon conversion of the Notes Merger is obtained or this Agreement is terminated in accordance with its termsconsummated.