Representations Regarding Merger Agreement. The Merger Consideration Recipient acknowledges that he, she or it has been provided with a fully executed copy of the Merger Agreement (including schedules and exhibits) and the Escrow Agreement and approves the terms and provisions thereof. In the event of any conflict between the terms of the Merger Agreement and this Letter of Transmittal, the Merger Agreement shall be controlling.

Representations Regarding Merger Agreement. The Shareholder acknowledges that he, she or it has been provided with a fully executed copy of the Merger Agreement (including schedules and exhibits) and approves the terms and provisions thereof. The Shareholder confirms that it has approved, by unanimous written consent, the form, terms and provisions of the Merger Agreement pursuant to the Unanimous Written Consent of Shareholders of the Company dated April 28, 1998. -------------------------------------------------------------------------------- WIRE TRANSFER INSTRUCTIONS To be completed if payments are to be made by wire transfer. Please make payments by wire transfer to the following accounts and in the following amounts in accordance with the following instructions: --------- -------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Guarantee of Signature(s) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (ALL SHAREHOLDERS' SIGNATURES APPEARING HEREON MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE IN THE UNITED STATES OR BY A MEMBER ORGANIZATION OF THE NEW YORK STOCK EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.) The undersigned hereby guarantees the signature(s) that appear on this Letter of Transmittal and the stock certificate(s) formerly representing the shares of Company Common Stock surrendered pursuant to this Letter of Transmittal. Authorized Signature: __________________________________________________________ Name of Firm: __________________________________________________________________ Dated: _________________________________________________________________________ *THE SHAREHOLDER MUST ALSO COMPLETE THE FORM W-9 ACCOMPANYING THIS LETTER OF TRANSMITTAL. FAILURE TO COMPLETE SUCH FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS DUE. ================================================================================ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ------------------...

Related to Representations Regarding Merger Agreement

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT Each of Purchaser and Parent hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT Seller and Parent jointly and severally represent and warrant to Buyer as follows:

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