Common use of Stockholder Representations Clause in Contracts

Stockholder Representations. Each Stockholder, severally and not jointly, represents to Hermes that (a) on the date hereof, such Stockholder is the record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A and that such Stockholder has sole voting power, without restrictions, with respect to all of the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A; and (b) such Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations under this Agreement, and this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and legally binding agreement of such Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which such Stockholder is bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to such Stockholder or any of the properties or assets of such 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 of Common Stock owned by such Stockholder; and (c) the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A 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, shares, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such shares of Common Stock; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such shares of Common Stock other than this Agreement.

Stockholder Representations. Each Stockholder, severally and not jointly, The Stockholder represents to Hermes that (a) on the date hereof, such the Stockholder is the record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock Shares set forth next to such the Stockholder’s name on Exhibit A and that such the Stockholder has sole voting power, without restrictions, with respect to all of the his shares of Common Stock set forth next to such Stockholder’s name on Exhibit Acommon stock of the Company comprising the Shares; and (b) such the Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder’s his obligations under this Agreement, and this Agreement has been duly executed and delivered by such the Stockholder and constitutes a valid and legally binding agreement of such the Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such the Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which such the Stockholder is bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to such the Stockholder or any of the properties or assets of such the Stockholder or (iii) result in the creation of, or impose any obligation on such the Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the shares of Common Stock owned by such StockholderShares; and (c) the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A Shares are now and will at all times during the term of this Agreement be held by such the Stockholder, or by a nominee or custodian for the account of such the Stockholder, free and clear of all pledges, liens, proxies, claims, shares, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such shares of Common StockShares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such shares of Common Stock Shares other than this Agreement.

Stockholder Representations. Each Stockholder, severally and not jointly, The Stockholder represents to Hermes that (a) on the date hereof, such the Stockholder is the record and beneficial owner (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the shares of Common Stock Shares set forth next to such the Stockholder’s 's name on Exhibit A and that such the Stockholder has sole voting power, without restrictions, with respect to all of the his shares of Common Stock set forth next to such Stockholder’s name on Exhibit Acommon stock of the Company comprising the Shares; and (b) such the Stockholder has the right, power and authority to execute and deliver this Agreement and to perform such Stockholder’s his obligations under this Agreement, and this Agreement has been duly executed and delivered by such the Stockholder and constitutes a valid and legally binding agreement of such the Stockholder, enforceable in accordance with its terms; and such execution, delivery and performance by such the Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any contract, commitment or other agreement to which such the Stockholder is bound; (ii) violate any order, writ, injunction decree or statute, or any rule or regulation, applicable to such the Stockholder or any of the properties or assets of such the Stockholder or (iii) result in the creation of, or impose any obligation on such the Stockholder to create, any lien, charge or other encumbrance of any nature whatsoever upon the shares of Common Stock owned by such StockholderShares; and (c) the shares of Common Stock set forth next to such Stockholder’s name on Exhibit A Shares are now and will at all times during the term of this Agreement be held by such the Stockholder, or by a nominee or custodian for the account of such the Stockholder, free and clear of all pledges, liens, proxies, claims, shares, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such shares of Common StockShares; and there are no outstanding options, warrants or rights to purchase or acquire, or other agreements relating to, such shares of Common Stock Shares other than this Agreement.