Common use of Representations of the Selling Stockholders Clause in Contracts

Representations of the Selling Stockholders. Each Selling Stockholder severally and not jointly represents and warrants to the Company that: (a) Such Selling Stockholder has been duly organized and is validly existing as a limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization. (b) Such Selling Stockholder has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to sell and deliver, or cause to be delivered, the Shares to be sold by such Selling Stockholder hereunder; and this Agreement has been duly authorized, executed and delivered by such Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (c) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) the provisions of the partnership agreement, limited liability company agreement or other governing organizational document of such Selling Stockholder or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder except in the cases of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. (d) Such Selling Stockholder has, and immediately prior to the delivery of the Shares to the Company at the Closing, such Selling Stockholder will have, valid and unencumbered title to the Shares to be sold by such Selling Stockholder hereunder at such time of delivery and, upon delivery of such Shares and payment therefor pursuant hereto, valid and unencumbered title to such Shares will pass to the Company. (e) Such Selling Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed sale of the Shares to the Company and that it has made an independent decision to sell the Shares to the Company based on the Selling Stockholder’s knowledge about the Company and its business and other information available to the Selling Stockholder, which it has determined is adequate for that purpose. Such Selling Stockholder acknowledges that such Selling Stockholder has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Selling Stockholder in this Agreement. Such Selling Stockholder has received all of the information that it considers necessary or appropriate for deciding whether to sell the Shares and has had the opportunity to ask questions and receive answers from the Company. Such Selling Stockholder acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to the Selling Stockholder regarding or relating to the Company, including, but not limited to, information concerning the business, financial condition, results of operations or prospects of the Company. Such Selling Stockholder acknowledges and confirms that it is aware that future changes and developments in (i) the Company’s business and financial condition and operating results, (ii) the industries in which the Company competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by the Selling Stockholder of the Shares to the Company pursuant to terms of this Agreement.

Representations of the Selling Stockholders. Each Selling Stockholder severally and not jointly represents and warrants to to, and agrees with, each of the Company Underwriters that: (a) Such All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder has been duly organized and is validly existing as a limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization. (b) Such Selling Stockholder has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and to sell the Power-of-Attorney and deliverCustody Agreement (the "Custody Agreement") hereinafter referred to, or cause to be delivered, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement has and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; (b) This Agreement and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder and each such document constitutes a valid and binding agreement obligation of such Selling Stockholder, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.; (c) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the sale of the Shares by such Selling Stockholder or the consummation by such Selling Stockholder of the transactions on its part contemplated by this Agreement and the Custody Agreement, except such as have been obtained under the Act or the rules and regulations thereunder and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares; (d) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance performance by such Selling Stockholder with of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, lease bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of its properties is bound or to which any affected, [or violate or conflict with the Certificate of the property Incorporation or assets By-laws of such Selling Stockholder is subject, (ii) the provisions of the partnership agreement, limited liability company agreement or other governing organizational document of such Selling Stockholder or (iii) any statute Stockholder] or any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder except in the cases of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not, individually or in the aggregate, affect the validity of the Shares applicable to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the performance by such ; (e) Such Selling Stockholder of its obligations under this Agreement has, and at the consummation by such Selling Stockholder of the transactions contemplated by this Agreement in connection with Closing Date will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder, except such consentsfree and clear of all liens, approvalsencumbrances, authorizations and orders as would not, individually equities or in the aggregate, reasonably be expected to have a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. (d) Such Selling Stockholder has, and immediately prior to the delivery of the Shares to the Company at the Closing, such Selling Stockholder will have, valid and unencumbered title to the Shares to be sold by such Selling Stockholder hereunder at such time of delivery claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid and unencumbered title to such Shares Shares, free and clear of all liens, encumbrances, equities or claims, will pass to each of the Company.several Underwriters who have purchased such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code; (ef) Such Selling Stockholder will not, directly or indirectly, offer, sell or otherwise dispose of any shares of Common Stock within 180 days after the date of the Prospectus otherwise than hereunder or with the written consent of Xxxxx, Xxxxxxxx & Xxxx, Inc.; (g) Such Selling Stockholder has such knowledge not taken and experience in financial and business matters that it is capable of evaluating the merits and risks will not at any time take, directly or indirectly, any action designed, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the proposed price of shares of Common Stock to facilitate the sale or resale of any of the Shares; (h) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein, such Preliminary Prospectus and the Registration Statement did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (i) Such Selling Stockholder has reviewed the Registration Statement and Prospectus and, although such Selling Stockholder has not independently verified the accuracy or completeness of all the information contained therein, nothing has come to the attention of such Selling Stockholder that would lead such Selling Stockholder to believe that on the Effective Date, the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date the Prospectus contained and, at each Time of Delivery, contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In order to document the Underwriters' compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, each Selling Stockholder agrees to deliver to you prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). Each Selling Stockholder represents and warrants that one or more certificates in negotiable form representing and/or convertible debentures or shares exchangeable for shares of common stock of the Company convertible into all of the Shares to be sold by such Selling Stockholder (together, in the Company case of the Convertible Debenture or the Xxxxxx Exchangeable Shares, as defined in the Registration Statement, with a conversion or exchange form duly executed) have been placed in custody under the Custody Agreement, in the form heretofore furnished to you, duly executed and that it has made an independent decision to sell the Shares delivered by such Selling Stockholder to the Company based on Custodian (as defined in the Selling Stockholder’s knowledge about the Company Custody Agreement), and its business and other information available to the Selling Stockholder, which it has determined is adequate for that purpose. Such Selling Stockholder acknowledges that such Selling Stockholder has duly executed and delivered a power-of-attorney, in the form heretofore furnished to you and included in the Custody Agreement (the "Power-of-Attorney"), appointing [Xxxxxx X. Xxxxxxxxx,] Xxxxxxxx Xxxx and Xxxxx Xxxxxxxxx, and each of them, as such Selling Stockholder's attorney-in-fact (the "Attorneys-in-Fact") with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine (subject to the provisions of the Custody Agreement) the purchase price to be paid by the Underwriters to such Selling Stockholder as provided in Section 3 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Each Selling Stockholder specifically agrees that the Shares represented by the certificates (or the Convertible Debenture or the Xxxxxx Exchangeable Shares) held in custody for such Selling Stockholder under the Custody Agreement are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power-of-Attorney, are to that extent irrevocable. Each Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not relied upon any express be terminated by operation of law, whether by the death or implied representations incapacity of such Selling Stockholder or, in the case of an estate or warranties trust, by the death or incapacity of any nature made executor or trustee or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership or corporation, or by the occurrence of any other event. If such Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be dissolved, or if such Corporation or partnership should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing the Shares to be sold by such Selling Stockholder shall be delivered by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Selling Stockholder in accordance with the terms and conditions of this Agreement. Such Selling Stockholder has received all Agreement and of the information that it considers necessary or appropriate for deciding whether to sell Custody Agreement, and actions taken by the Shares and has had the opportunity to ask questions and receive answers from the Company. Such Selling Stockholder acknowledges that the Company and its affiliates, officers and directors may possess material nonAttorneys-public information not known in-Fact pursuant to the Selling Stockholder regarding Power-of-Attorney shall be as valid as if such death, incapacity, termination, dissolution or relating to other event had not occurred, regardless of whether or not the CompanyCustodian, includingthe Attorneys-in-Fact, but not limited toor any of them, information concerning the businessshall have received notice of such death, financial conditionincapacity, results of operations termination, dissolution or prospects of the Company. Such Selling Stockholder acknowledges and confirms that it is aware that future changes and developments in (i) the Company’s business and financial condition and operating results, (ii) the industries in which the Company competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by the Selling Stockholder of the Shares to the Company pursuant to terms of this Agreementother event.

Representations of the Selling Stockholders. Each of the Selling Stockholder Stockholders, severally and not jointly jointly, represents and warrants to to, and agrees with, each of the Company Underwriters that: (a) Such All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder has been duly organized and is validly existing as a limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization. (b) Such Selling Stockholder has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Power-of-Attorney (as hereinafter defined) and Custody Agreement hereinafter referred to sell (collectively, the "Custody Agreement"), and deliver, or cause to be delivered, for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement has and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; (b) This Agreement and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder and each such document constitutes a valid and binding agreement obligation of such Selling Stockholder, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.; (c) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body with respect to such Selling Stockholder is required in connection with the sale of the Shares by such Selling Stockholder or the consummation by such Selling Stockholder of the transactions on his or its part contemplated by this Agreement and the Custody Agreement, except such as have been obtained under the Act or the rules and regulations thereunder and such as may be required under state securities or Blue Sky laws or the by-laws and rules of the NASD in connection with the purchase and distribution by the Underwriters of the Shares; (d) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance performance by such Selling Stockholder with of this Agreement and the Custody Agreement and the consummation of the transactions herein contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) or give any party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, lease bond, debenture, note agreement or other evidence of indebtedness, lease, contract or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder or any of his or its properties is bound or to which any of the property affected, or assets of such Selling Stockholder is subject, (ii) the provisions of the partnership agreement, limited liability company agreement violate or other governing organizational document of such Selling Stockholder or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder except in the cases of clauses (i) and (iii) above, for conflicts, breaches, violations or defaults that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or conflict with any such court or governmental agency or body is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunderjudgment, except such consentsruling, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. (d) Such Selling Stockholder has, and immediately prior to the delivery of the Shares to the Company at the Closing, such Selling Stockholder will have, valid and unencumbered title to the Shares to be sold by such Selling Stockholder hereunder at such time of delivery and, upon delivery of such Shares and payment therefor pursuant hereto, valid and unencumbered title to such Shares will pass to the Company. (e) Such Selling Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed sale of the Shares to the Company and that it has made an independent decision to sell the Shares to the Company based on the Selling Stockholder’s knowledge about the Company and its business and other information available to the Selling Stockholder, which it has determined is adequate for that purpose. Such Selling Stockholder acknowledges that such Selling Stockholder has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Selling Stockholder in this Agreement. Such Selling Stockholder has received all of the information that it considers necessary or appropriate for deciding whether to sell the Shares and has had the opportunity to ask questions and receive answers from the Company. Such Selling Stockholder acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to the Selling Stockholder regarding or relating to the Company, including, but not limited to, information concerning the business, financial condition, results of operations or prospects of the Company. Such Selling Stockholder acknowledges and confirms that it is aware that future changes and developments in (i) the Company’s business and financial condition and operating results, (ii) the industries in which the Company competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by the Selling Stockholder of the Shares to the Company pursuant to terms of this Agreement.decree,

Representations of the Selling Stockholders. Each In connection with the transactions contemplated hereby, each of the Selling Stockholder Stockholders severally and not jointly represents and warrants to the Company that: (a) Such Selling Stockholder has been is duly organized and is validly existing as a limited partnership or limited liability company in good standing under the laws of its jurisdiction of organization. (b) Such All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder has the requisite power and authority to execute, deliver and perform its obligations under of this Agreement and to sell for the sale and deliver, or cause to be delivered, delivery of the Repurchase Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Repurchase Shares to be sold by such Selling Stockholder hereunder, except for such consents, approvals, authorizations and orders as would not impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder. (c) This Agreement has been duly authorized, executed and delivered by such Selling Stockholder and constitutes a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. (cd) The sale of the Repurchase Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with all of the provisions of this Agreement and the consummation of the transactions contemplated herein contemplated (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any statute, indenture, mortgage, deed of trust, loan agreement, lease agreement or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, (ii) nor will such action result in any violation of the provisions of the partnership agreement, limited liability company agreement (x) any organizational or other governing organizational document of similar documents pursuant to which such Selling Stockholder was formed or (iiiy) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any the property or assets of such Selling Stockholder Stockholder; except in the cases case of clauses clause (i) and or clause (iii) aboveii)(y), for such conflicts, breaches, violations or defaults that as would not, individually or not impair in any material respect the aggregate, affect the validity consummation of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impact such Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement. (de) Such Selling Stockholder has, As of the date hereof and immediately prior to the delivery of the Repurchase Shares to the Company at the Closing, such Selling Stockholder will have, holds good and valid and unencumbered title to the Repurchase Shares to be sold being delivered by such Selling Stockholder hereunder at or a securities entitlement in respect thereof, and holds, and will hold, such time Repurchase Shares free and clear of delivery all liens, encumbrances, equities or claims; and, upon delivery of such Repurchase Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire good and valid and unencumbered title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or claims, as well as a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchase Shares will pass purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. (ef) Such Selling Stockholder (either alone or together with its advisors) has such knowledge and experience in financial and or business matters that it is capable of evaluating the merits and risks of the proposed sale Repurchase. Such Selling Stockholder has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase and the Repurchase Shares and has had full access to such other information concerning the Repurchase Shares and the Company as it has requested. Such Selling Stockholder has received all information that it believes is necessary or appropriate in connection with the Repurchase. Such Selling Stockholder is an informed and sophisticated party and has engaged, to the Company and that it has made an independent decision to sell extent such Selling Stockholder deems appropriate, expert advisors experienced in the Shares to evaluation of transactions of the Company based on the Selling Stockholder’s knowledge about the Company and its business and other information available to the Selling Stockholder, which it has determined is adequate for that purposetype contemplated hereby. Such Selling Stockholder acknowledges that such Selling Stockholder has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Selling Stockholder in this Agreement. Such Selling Stockholder has received all of the information that it considers necessary or appropriate for deciding whether to sell the Shares and has had the opportunity to ask questions and receive answers from the Company. Such Selling Stockholder acknowledges that the Company and its affiliates, officers and directors may possess material non-public information not known to the Selling Stockholder regarding or relating to the Company, including, but not limited to, information concerning the business, financial condition, results of operations or prospects of the Company. Such Selling Stockholder acknowledges and confirms that it is aware that future changes and developments in (i) the Company’s business and financial condition and operating results, (ii) the industries in which the Company competes and (iii) overall market and economic conditions, may have a favorable impact on the value of the Common Stock after the sale by the Selling Stockholder of the Shares to the Company pursuant to terms of this Agreement.