Additional Representations and Warranties of Shareholders. In addition to the representations and warranties set forth in Section 5 above, each Shareholder represents and warrants to Compuware as follows, as of the date of this Agreement and as of the Closing Date: (a) Upon the execution and delivery of this Agreement and each Related Agreement to which such Shareholder is a party, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors' rights and remedies generally. (b) Such Shareholder's execution, delivery and performance of this Agreement and the Related Agreements to which such Shareholder is a party will not (1) constitute a breach or violation of (A) any Law or (B) any material agreement, indenture, deed of trust, mortgage loan agreement or other material instrument to which such Shareholder is a party or is bound or affected; (2) constitute a violation of any order, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound; or (3) result in the acceleration of any material debt owed by such Shareholder. (c) Such Shareholder understands and agrees that the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of MIS Shares or Simco Shares in the Mergers have not been registered under the Securities Act and other than pursuant to its obligations under the Registration Rights Agreement, Compuware is not nor will it be under any obligation to register such shares of Compuware Stock under the Securities Act. Such Shareholder further understands and agrees that such shares of Compuware Stock will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that, as such, such shares of Compuware Stock must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from the registration requirements thereof is available. Such Shareholder is acquiring the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of stock in the Merger for such Shareholder's own account for investment and not for, with a view to or in connection with any resale or distribution thereof that would be in violation of the registration requirements of the securities laws of the United States of America or any state thereof. (d) Except as set forth in this Agreement or in the schedules attached hereto, there are no obligations of MIS, Simco or Autoflex to any of the Shareholders, and by approval of the Mergers, each Shareholder releases MIS, Simco, Autoflex, the Surviving Corporations and Compuware from any such claim, obligation or liability. (e) The MIS Shares, Simco Shares and Autoflex Shares (1) constitute all of the issued and outstanding capital stock of each such corporation and (2) are validly authorized and issued, fully paid, nonassessable and free of preemptive rights. (f) Schedule 5.16 to this Agreement is a correct and complete description of the capitalization of each of MIS, Simco, Autoflex. (g) One or more of the Shareholders own all of the Shares free and clear of any lien, claim, security interest, pledge, charge, encumbrance or restriction of any kind.
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Additional Representations and Warranties of Shareholders. In addition to the representations and warranties set forth in Section 5 above, each Each Shareholder represents and warrants to Compuware TA as follows, as of the date of this Agreement and as of the Closing Date:
(a) Upon such Shareholder has all necessary power and authority to execute and deliver this Voting Agreement, to perform its obligations hereunder and to consummate the execution transactions contemplated hereby;
(b) this Voting Agreement has been duly executed and delivery of delivered by such Shareholder;
(c) this Agreement and each Related Agreement to which such Shareholder is a party, this Agreement and each such Related Agreement will constitute constitutes the legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with their respective its terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors' rights and remedies generally.
(b) Such Shareholder's execution, delivery and performance of this Agreement and the Related Agreements to which such Shareholder is a party will not (1) constitute a breach or violation of (A) any Law or (B) any material agreement, indenture, deed of trust, mortgage loan agreement or other material instrument to which such Shareholder is a party or is bound or affected; (2) constitute a violation of any order, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound; or (3) result in the acceleration of any material debt owed by such Shareholder.
(c) Such Shareholder understands and agrees that the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of MIS Shares or Simco Shares in the Mergers have not been registered under the Securities Act and other than pursuant to its obligations under the Registration Rights Agreement, Compuware is not nor will it be under any obligation to register such shares of Compuware Stock under the Securities Act. Such Shareholder further understands and agrees that such shares of Compuware Stock will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that, as such, such shares of Compuware Stock must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from the registration requirements thereof is available. Such Shareholder is acquiring the shares of Compuware Stock to be received by such Shareholder upon conversion of such Shareholder's shares of stock in the Merger for such Shareholder's own account for investment and not for, with a view to or in connection with any resale or distribution thereof that would be in violation of the registration requirements of the securities laws of the United States of America or any state thereof.;
(d) Except as set forth in this the Shares described on SCHEDULE A hereto are the only voting securities of TP owned by such Shareholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind except for the Share Exchange Agreement or (in the schedules attached hereto, there are no obligations case of MIS, Simco Saun▇▇▇▇). ▇pon any exercise or Autoflex to any conversion of the Shareholders, and by approval of the MergersConvertible Securities, each Shareholder releases MIS, Simco, Autoflex, the Surviving Corporations and Compuware from any such claim, obligation or liability.
(e) The MIS Shares, Simco Shares and Autoflex Shares (1) constitute all of the issued and outstanding capital stock of each such corporation and (2) are validly authorized and issued, fully paid, nonassessable and free of preemptive rights.
(f) Schedule 5.16 to this Agreement is a correct and complete description of the capitalization of each of MIS, Simco, Autoflex.
(g) One or more of the Shareholders will own all of the his TP Common Shares free and clear of any lienall liens, claimcharges, security interestencumbrances, pledge, charge, encumbrance or restriction restrictions and commitments of any kindkind except for the Share Exchange Agreement (in the case of Saun▇▇▇▇);
(e) the Convertible Securities and the shares subject thereto described on SCHEDULE B are the only derivative or convertible securities, or rights to acquire securities, of TP owned by such Shareholder and are owned free and clear of all liens, charges, encumbrances, restrictions and commitments of any kind (except pursuant to the terms of such instruments);
(f) Each Shareholder acknowledges that he Beneficially Owns (as hereinafter defined) his Shares and that upon exercise or conversion of the Convertible Securities, he will Beneficially Own the TP Common Shares. "Beneficially Owns" or "Beneficial Owner" with respect to any securities shall mean having beneficial ownership of such securities as determined pursuant to Section 13d-3 under the Exchange Act, including pursuant to any agreement, arrangement or understanding, whether or not in writing.
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