Common use of Representations of Stockholders Clause in Contracts

Representations of Stockholders. Each Stockholder represents and warrants: 1.1. Such Stockholder is the sole, true, lawful and beneficial owner of the number of shares of Common Stock (the "Shares") listed on the signature page hereof as being owned by such Stockholder with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto, except those under the Securities Act of 1933, as amended (the "1933 Act") and those that would not in any material way limit or otherwise adversely affect the voting rights granted by such Stockholder under this Agreement or by the proxy to be delivered by such Stockholder pursuant hereto. At the Effective Date (as defined in the Merger Agreement), such Stockholder will have good and valid title to the Shares listed on the signature page hereof as being owned by such Stockholder free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Shares owned by such Stockholder is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares that would in any way limit or otherwise adversely affect the voting rights granted by such Stockholder under this Agreement. Such Stockholder does not "beneficially own" (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")), any shares of Common Stock other than the Shares listed on the signature page hereof as being beneficially owned by such Stockholder and other than any shares of Common Stock which such Stockholder may obtain upon the exercise of RGI Options (as defined in the Merger Agreement). 1.2. The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder. 1.3. This Agreement is the valid and binding Agreement of such Stockholder. If this Agreement is being executed in a representative or fiduciary capacity for such Stockholder, the person signing this Agreement for such Stockholder has full power and authority to enter into and perform such Agreement for such Stockholder.

Representations of Stockholders. Each Stockholder represents and warrants: 1.1. Such Stockholder is the sole, true, lawful and beneficial owner of the number of shares of Common Stock (the "Shares") listed on the signature page hereof as being owned by such Stockholder with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto, except those under the Securities Act of 1933, as amended (the "1933 Act") ), and those that would not in any material way limit or otherwise adversely affect the voting rights granted by obligations of such Stockholder under this Agreement or by the proxy to be delivered by such Stockholder pursuant hereto. At the Effective Date (as defined in the Merger Agreement), such Stockholder will have good and valid title to the Shares listed on the signature page hereof as being owned by such Stockholder free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Shares owned by such Stockholder is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares that would in any way limit or otherwise adversely affect the voting rights granted by such Stockholder under this Agreement. Such Stockholder does not "beneficially own" (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")), any shares of Common Stock other than the Shares listed on the signature page hereof as being beneficially owned by such Stockholder and other than any shares of Common Stock which such Stockholder may obtain upon the exercise of RGI Options (as defined the options described in the Merger Agreement)Company's proxy statement relating to the Merger. 1.2. The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder. 1.3. This Agreement is the valid and binding Agreement of such Stockholder. If this Agreement is being executed in a representative or fiduciary capacity for such Stockholder, the person signing this Agreement for such Stockholder has full power and authority to enter into and perform such Agreement for such Stockholder.