Common use of REPRESENTATIONS OF THE SHAREHOLDERS Clause in Contracts

REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders represent and warrant as follows: (a) The Shareholders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) (i) The Shareholders, together with their Affiliates and any “group” that the Shareholders are part of, beneficially own and have the power to vote, directly or indirectly, an aggregate of 10,582,660 shares of Common Stock, (ii) except for such ownership, do not beneficially own any Common Stock, or securities relating to Common Stock; and (iii) have a Net Long Position of 10,582,660 shares of Common Stock. (c) To the knowledge of the Shareholders, each Icahn Designee (A) is “independent” under the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Exchange Act, (B) is not an “interested person”, as defined in the Investment Company Act of 1940, as amended, of the Shareholders and (C) has no agreements, arrangements or understandings (whether compensatory or otherwise) with any of the Shareholders or their Affiliates directly relating to the Shareholders’ investment in Common Stock, other than general employment agreements.

REPRESENTATIONS OF THE SHAREHOLDERS. The Shareholders represent and warrant as follows: (a) The Shareholders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. (b) (i) The Shareholders, together with their Affiliates and any “"group” " that the Shareholders are part of, beneficially own and have the power to vote, directly or indirectly, an aggregate of 10,582,660 shares of Common Stock, (ii) except for such ownership, do not beneficially own any Common Stock, or securities relating to Common Stock; and (iii) have a Net Long Position of 10,582,660 shares of Common Stock. (c) To the knowledge of the Shareholders, each Icahn Designee (A) is “"independent” " under the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Exchange Act, (B) is not an “"interested person”", as defined in the Investment Company Act of 1940, as amended, of the Shareholders and (C) has no agreements, arrangements or understandings (whether compensatory or otherwise) with any of the Shareholders or their Affiliates directly relating to the Shareholders’ ' investment in Common Stock, other than general employment agreements.