Common use of REPRESENTATIONS OF THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder represents and warrants to Parent as follows: (a) the Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform the Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and legally binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to such Shareholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or any of the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority (other than any filings required pursuant to Section 10 of this Agreement) or pursuant to the Exchange Act or the Securities Act; (d) subject to the Permitted Pledges, the Shareholder owns beneficially and has the power to vote or direct the voting of, the Shareholder’s Shares, including the Existing Shares of such Shareholder, a complete and accurate schedule of which is set forth opposite such Shareholder’s name on Schedule A; (e) the Shareholder owns beneficially the Shareholder’s Shares, including the Existing Shares of such Shareholder, free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any Permitted Pledge and any restrictions created by this Agreement or under applicable federal or state securities laws); and (f) the Shareholder or his or her advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that it shall not take any action that would have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of his or her obligations under this Agreement.

REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder of the Shareholders, severally and not jointly, represents and warrants to Parent as follows: Buyer that: (a) the Such Shareholder has full the legal right, capacity and all requisite power and authority to execute and deliver enter into this Agreement, to perform the Shareholder’s obligations hereunder Agreement and to consummate the transactions contemplated hereby; (b) this . This Agreement has been duly and validly authorized, executed and delivered by the such Shareholder and constitutes a valid and legally binding agreement obligation of the such Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Bankruptcy and no Equity Exception. If the Shareholder is married or is in a legally equivalent relationship and the Owned Shares of such Shareholder constitute community property or otherwise need approval by such Shareholder’s spouse or such other action is person with equivalent legal rights and obligations or other approval for this Agreement to be legal, valid and binding with respect to such Owned Shares, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Shareholder’s spouse or such other Person with equivalent legal rights and obligations, enforceable against such spouse or such other Person with equivalent legal rights and obligations in accordance with its terms, subject to the Bankruptcy and Equity Exception. No additional organizational or shareholder authorization or consent or any other proceedings are necessary to authorize the execution, delivery and performance by such Shareholder of this Agreement. (b) Neither the execution and delivery of this Agreement by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder do notAgreement, and nor the consummation of the transactions contemplated hereby and the compliance with the provisions hereof hereby, will notviolate, conflict with or violate any law applicable to such Shareholder or result in any a breach of or violation of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become result in a breach or constitute a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Shares pursuant to, (i) any agreement or other instrument arrangement, whether oral or obligation written, binding upon the such Shareholder or any of the his, her or its property or assets (including its Owned Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Authority (other than any filings required pursuant to Section 10 of this Agreement) or pursuant to the Exchange Act or the Securities Act); (dii) subject to any judgment, writ, decree, order or ruling affecting such Shareholder or its Owned Shares; or (iii) the Permitted Pledges, Organizational Documents of such Shareholder (in the event such Shareholder owns beneficially and has is not an individual). (c) To the power to vote or direct the voting of, the Shareholder’s Shares, including the Existing Shares actual knowledge of such Shareholder, a complete no material consent, approval, waiver, authorization, notice or filing is required to be obtained by such Shareholder, or to be given by such Shareholder to, or be made by such Shareholder with, any Government Entity in connection with the execution, delivery and accurate schedule performance by such Shareholder of which is this Agreement. (d) Such Shareholder is: (i) the holder of and has the right to vote the Owned Shares set forth opposite adjacent to such Shareholder’s name on Schedule AI attached hereto; and (eii) the Shareholder owns beneficially record and beneficial owner of, or is trustee of a trust that is the record holder of and whose beneficiaries are the beneficial owners of, and has good title to, the Owned Shares set forth adjacent to such Shareholder’s Shares, including the Existing Shares of such Shareholdername on Schedule I attached hereto, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance. Such Shareholder does not own, of record or beneficially, any voting security of Seller other than as set forth adjacent to such Shareholder’s name on Schedule I attached hereto. Such Shareholder has the sole right to vote, or to dispose of, such Owned Shares, and none of such Owned Shares are subject to any legally binding proxy, voting restriction, adverse claim power-of-attorney or other Lien (other than any Permitted Pledge and any restrictions created agreement or arrangement, whether oral or written, with respect to the voting of such Owned Shares, except as contemplated by this Agreement. Except for the SPA and this Agreement or and, if such Shareholder is a trust, except as may be required under applicable federal or state securities laws); and (f) the Shareholder or his or her advisers has read and is familiar with the terms of such trust, (i) there are no agreements or arrangements, oral or written, obligating such Shareholder to sell, transfer, assign, grant a participating interest in, option, pledge, hypothecate or otherwise dispose of or encumber (each, a “Transfer”) or cause the Merger Agreement Transfer of, any Owned Shares, and (ii) no Person has any legally binding contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Owned Shares. (e) There is no Action pending or, to the other agreements actual knowledge of such Shareholder, threatened in writing, against such Shareholder or its properties and documents contemplated herein and therein. Each Shareholder agrees that it shall not take any action assets (including the Owned Shares) that would have prevent or materially delay or impair the effect ability of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of his or her to perform its obligations under this Agreement.

REPRESENTATIONS OF THE SHAREHOLDERS. Each Shareholder Shareholder, severally and not jointly, represents and warrants to Parent as follows: that: (a) Except with respect to any Shares that are subject to Liens pursuant to a restricted stock award or similar agreement with the Company, (i) such Shareholder owns beneficially all of the Shares free and clear of all Liens, and (ii) except pursuant hereto, there are no options, 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 of the Original Shares and there are no voting trusts or voting agreements with respect to the Shares. Such Shareholder has not granted any proxy or power of attorney that is still in effect with respect to any Shares, except as contemplated by this Agreement. (b) Such Shareholder does not beneficially own any Common Shares other than (i) the Shares and (ii) any options, warrants or other rights to acquire any additional Common Shares or any security exercisable for or convertible into Common Shares, set forth on Schedule A (collectively, “Options”). (c) Such Shareholder has full legal rightcapacity to enter into, capacity and authority to execute and deliver this Agreement, Agreement and to perform the fully such Shareholder’s obligations hereunder and to consummate (including the transactions contemplated hereby; (bproxy described in Section 2(b) this below). This Agreement has been duly and validly executed and delivered by the such Shareholder and constitutes a the legal, valid and legally binding agreement obligation of the such Shareholder, enforceable against the such Shareholder in accordance with its terms, and no other action is necessary to authorize . (d) None of the execution and delivery of this Agreement by the Shareholder or the performance of his or her obligations hereunder; (c) the execution and delivery of this Agreement by the Shareholder do notsuch Shareholder, and the consummation by such Shareholder of the transactions contemplated hereby and the or compliance by such Shareholder with any of the provisions hereof will not, conflict with or violate any law applicable to such Shareholder or result in any breach of or violation ofa breach, or constitute a default (with or an event that with without notice or of lapse of time or both would become a defaultboth) underunder any provision of, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance a Lien on any property or asset of the Shares pursuant tosuch Shareholder under, any agreement trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or obligation binding upon the Law applicable to such Shareholder or any of the Sharesto such Shareholder’s property or assets. (e) No consent, nor require any authorization, consent approval or approval authorization of, or designation, declaration or filing with, any Governmental Authority (Entity or other than any filings Person on the part of such Shareholder is required pursuant to Section 10 in connection with the valid execution and delivery of this Agreement. (f) There is no action, suit, investigation, complaint or pursuant to the Exchange Act other proceeding pending or the Securities Act; threatened against such Shareholder that restricts or prohibits (d) subject to the Permitted Pledgesor, the Shareholder owns beneficially and has the power to vote if successful, would restrict or direct the voting of, the Shareholder’s Shares, including the Existing Shares of such Shareholder, a complete and accurate schedule of which is set forth opposite such Shareholder’s name on Schedule A; (eprohibit) the Shareholder owns beneficially the Shareholder’s Shares, including the Existing Shares exercise by Parent of such Shareholder, free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any Permitted Pledge and any restrictions created by its rights under this Agreement or under applicable federal or state securities laws); and (f) the Shareholder or his or her advisers has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that it shall not take any action that would have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder any party of his or her its obligations under this Agreement. (g) Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Shareholder contained herein.