Common use of Shareholder's Representations Clause in Contracts

Shareholder's Representations. Each Shareholder hereby severally and not jointly represents and warrants to the Holding Company and its shareholders in respect of such Shareholder as follows: (a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock set forth opposite such Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal power, authority and right to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated hereby, without the consent or approval of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement). (b) Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law). The execution and delivery by such Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are bound.

Shareholder's Representations. Each Shareholder hereby severally represents, warrants and covenants to Baan that: 2.1 Shareholder understands that the Baan Shares to be issued under the Merger Agreement have not been registered under the Securities Act on the basis that the sale and issuance of securities thereunder is exempt from such registration pursuant to the provisions of Rule 506 and/or Section 4(2) under the Securities Act, and that Baan's reliance on such exemptions is based on Shareholder's representations set forth herein. 2.2 The Baan Shares to be acquired by Shareholder will be acquired for investment for Shareholder's own account, not as a nominee or agent, and not jointly represents and warrants with a view to the Holding Company resale or distribution of any part thereof, and its shareholders in respect that Shareholder has no present intention of such Shareholder as follows: (a) Such Shareholder (i) is the record and beneficial owner ofselling, granting any participation in, or is otherwise distributing the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock set forth opposite such Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to same. By executing this Agreement, (iii) has sole voting power and sole power Shareholder further represents that Shareholder does not have any contract, undertaking, agreement or arrangement with any person to issue instructions sell, transfer or grant participation to such person or to any third person, with respect to any of the matters Baan Shares to be issued under the Merger Agreement. 2.3 Shareholder understands that the Baan Shares are "restricted securities" within the meaning of Rule 144(a)(3) and that such shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering such shares or an available exemption from registration under the Securities Act, such shares must be held indefinitely. 2.4 Shareholder acknowledges that he is aware of Rule 144 under the Securities Act, which permits limited public resales of "restricted securities" subject to the satisfaction of certain conditions. Shareholder understands that under Rule 144, except as otherwise provided by section (k) of that Rule, the conditions include, among other things: the availability of certain current public information about the issuer, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold and limitations on the amount of securities to be sold and the manner of sale. Shareholder acknowledges that in the event all of the requirements of Rule 144 are not met, registration under the Securities Act, or an exemption from registration will be required for any disposition of the Baan Shares. Shareholder understands that although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell restricted securities received other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 2.5 Shareholder has consulted his own legal and tax advisors regarding the consequences of the transaction contemplated by the Merger Agreement and acknowledges that he is not relying upon, nor has he received, any legal or tax advice from Baan or its legal counsel or accountants. 2.6 Shareholder is aware of Baan's business and financial condition and has sufficient information about Baan to reach an informed and knowledgeable decision to acquire the Baan Shares in the transaction contemplated by the Merger Agreement. Shareholder acknowledges he has previously received copies of Baan's Annual Report on Form 20-F for the fiscal year ended December 31, 1997, and its Quarterly Reports on Form 6-K for the three months periods ending March 31, 1998 and June 30, 1998, and that he has had the opportunity to receive additional information concerning Baan. Shareholder further represents that he has had an opportunity to ask questions and receive answers from Baan regarding the business and financial condition of Baan. 2.7 Shareholder agrees to complete and execute the Questionnaire attached hereto as Exhibit A as promptly as possible after receipt from Baan of the draft of the Form F-3 registration statement contemplated to be filed as set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms 4 of this Agreement, (iv) has all requisite legal powerand in any case, authority and right prior to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated hereby, without the consent or approval Baan's filing of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement)such Form F-3. (b) Such 2.8 Shareholder has duly executed represents and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law). The execution and delivery by such Shareholder of this Agreement warrants that he does not, and the consummation will not at closing of the transactions contemplated hereby transaction described herein, hold total assets worth $10,000,000 or more as shown on his most recent regularly prepared balance sheet prior to close (including unaudited statements) as defined by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and compliance with the terms hereof will notRules promulgated thereunder, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to and therefore he is not a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any $10 million person under, or result in under the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are boundHSR Act.

Shareholder's Representations. Each Except as set forth in the Merger Agreement and the schedules and exhibits attached thereto and subject to the limitations contained therein, each Shareholder hereby severally and not jointly represents and warrants to the Holding Company and its shareholders Parent in respect of such Shareholder as follows: (a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock Company Stock set forth opposite such Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”)) other than pledges in favor of M&I Xxxxxxxx and Xxxxxx Bank that have been disclosed to Parent prior to the date of this Agreement and that do not prohibit or otherwise affect the enforceability of any of the provisions hereof, (ii) does not own, of record or beneficially, any shares of capital stock of CSI the Holding Company other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal power, authority and right to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated hereby, without the consent or approval of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement). (b) If such Shareholder is not a natural person, the execution and delivery by such Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder. Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law). The execution and delivery by such Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are boundbound or, subject to the filings and other matters referred to in the next sentence, any provision of any laws applicable to such Shareholder or the properties or assets of such Shareholder. No consent of, or registration, declaration or filing with, any governmental authority is required to be obtained or made by or with respect to such Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If such Shareholder is married and the Shareholder’s Shares constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Shareholder’s spouse, enforceable against such spouse in accordance with its terms. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. No trust of which such Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby.

Shareholder's Representations. (a) Each Shareholder hereby severally and not jointly signing this Agreement in his or her capacity as a custodian represents and warrants that he or she has the legal right, power and authority to pledge such shares as to which he or she is a custodian (the Holding Company "Custodial Shares") and its shareholders in respect that he or she has the power to ---------------- execute and deliver all written instruments, covenants or agreements of such Shareholder any duration which are necessary to carry out his or her powers to pledge as follows:a custodian. (ab) Such Shareholder (i) is is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, or is the trustee of a trust except that is the record holder of, and whose beneficiaries are the beneficial owners ofof the Custodial Shares are the beneficiaries of such custodial arrangements, and has good and marketable title to, all Pledged Securities pledged by it hereunder. (c) Such Shareholder has the number of shares of capital stock set forth opposite such Shareholder’s name on Schedule 1 to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal full personal power, authority and legal right to enter into, execute and deliver this Agreement, and pledge all the Pledged Securities pursuant to consummate the transactions contemplated hereby, without the consent or approval of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement). (b) Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms subject to terms, except as the enforceability thereof may be limited by bankruptcy, reorganization, insolvency and other moratorium or similar laws relating to or affecting the enforcement of creditors’ ' rights in general and to general principles of equity generally (regardless of whether considered in a proceeding in equity law or in at equity) and an action at law). The execution implied covenant of good faith and delivery fair dealing. (d) Except to the extent already obtained, no consent of any other party (including, without limitation, any creditor of such Shareholder) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by such Shareholder in connection with the execution, delivery or performance of this Agreement. (e) The execution, delivery and performance of this Agreement does not, and the consummation will not violate any Requirement of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, Law or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract Contractual Obligation to which such Shareholder is a party or by which purports to be binding upon such Shareholder or upon any properties of its assets and will not result in the creation or imposition of any Lien on any of the assets of such Shareholder are boundexcept as contemplated by this Agreement.

Shareholder's Representations. Each Shareholder In addition to the foregoing representations of each of the Shareholders, each of the Shareholders hereby severally and not jointly represents and warrants to the Holding Company and its shareholders in respect of such Shareholder Parent as follows, provided that such representations and warranties are made by each Shareholder individually and not with respect to any other Shareholder: (a) Such Shareholder (i) is The Shareholders have the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock set forth opposite such Shareholder’s name on Schedule 1 legal capacity to enter into this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”), (ii) does not own, of record or beneficially, any shares of capital stock of CSI other than the Shareholder’s Shares set forth opposite such Shareholder’s name on Schedule 1 to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal power, authority and right to enter into, execute and deliver this Agreement, and to consummate carry out the transactions contemplated herebyherein, including without limitation the consent legal capacity to execute, deliver and perform the agreements or approval of any other personcontracts, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s Shares (other than this Agreement). (b) Such Shareholder has duly if any, required by Article 5 hereof to be executed and delivered this Agreement, and this Agreement is by the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject Shareholders as a condition to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law)Closing. The execution execution, delivery and delivery by such Shareholder performance of this Agreement does not, by the Shareholders and the consummation of the transactions contemplated hereby and compliance with the terms hereof herein will not, not conflict with, or result in constitute a default under any violation ofnote, bond, lease, mortgage, indenture, license, contract, franchise, permit, instrument or other agreement or obligation to which the Shareholders are party or violate any law, judgment, decree, order, regulation or ordinance by or to which the Shareholders are a bound or subject. No consent, approval, order or authorization of or from, or default registration, notification, declaration or filing with any individual, governmental or regulatory authority or other person or entity is required to be obtained by the Shareholders for the Shareholders to surrender the shares of capital stock of ANS held by the Shareholders. (b) The Shareholders received the Eltrax Reports and had sufficient time to review and consider such Eltrax Reports. (c) The Shareholders are acquiring the shares of Parent's Common Stock to be acquired by him pursuant to the Merger for such Shareholders' sole account (and such Shareholders will be the sole beneficial owners thereof) for the purpose of investment and not with a view to distribution thereof within the meaning of the 1933 Act, nor with any present intention of distribution or without notice selling such shares of Parent Common Stock in connection with any such distribution, and such Shareholders understand that such shares have not been registered under the Securities Act and therefore cannot be resold unless they are registered under the 1933 Act or lapse unless an exemption from registration is available. (d) Notwithstanding any other provision in this Agreement to the contrary, each of timethe Shareholders further agrees that he will not sell, transfer or bothotherwise dispose of such shares of Parent Common Stock before Parent publicly discloses, based on the audited financial statements of the Parent and the Surviving Corporation on a combined basis, the combined earnings of Parent and Surviving Corporation which includes at least a thirty (30) underday period of combined operations. Shareholders and Parent acknowledge and agree that it is anticipated that such first public disclosure by Parent will be through Parent's filing of its annual report on Form 10-KSB for the fiscal year ended December 31, or give rise 1996, which filing is due on March 31, 1997. (e) The Shareholders have been afforded an opportunity to a right ask questions of termination, cancellation or acceleration and receive answers from representatives of Parent concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information as such Shareholders have requested in writing to verify the accuracy of the Eltrax Reports and copies of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result exhibits identified in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract to which documents that such Shareholder is a party or by which any properties or assets of such Shareholder are boundShareholders have requested.

Shareholder's Representations. Each Shareholder hereby severally and not jointly represents and warrants to the Holding Company and its shareholders Parent in respect of such Shareholder as follows: (a) Such Shareholder (i) is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the number of shares of capital stock Company Common Stock set forth opposite such Shareholder’s 's name on Schedule 1 A to this Agreement free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such Shares (“Lien”)Liens, (ii) does not own, of record or beneficially, any shares of capital stock of CSI the Company other than the Shareholder’s 's Shares set forth opposite such Shareholder’s 's name on Schedule 1 A to this Agreement, (iii) has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder’s 's Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement, (iv) has all requisite legal power, authority and right to enter into, execute and deliver this Agreement, and to consummate the transactions contemplated hereby, without the consent or approval of any other person, and (v) has not entered into any voting agreement or other similar agreement with or granted any person any proxy (revocable or irrevocable) in respect of the Shareholder’s 's Shares (other than this Agreement). (b) If such Shareholder is not a natural person, the execution and delivery by such Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder. Such Shareholder has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or in an action at law)terms. The execution and delivery by such Shareholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of such Shareholder under, any provision of any contract to which such Shareholder is a party or by which any properties or assets of such Shareholder are bound.bound or, subject to the filings and other matters referred to in the next sentence, any provision of any Laws applicable to such Shareholder or the properties or assets of such Shareholder. No consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to such Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If such Shareholder is married and the <PAGE> 3