Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder represents and warrants to Parent as follows: (a) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder, enforceable in accordance with its terms; (c) such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, until the termination of this Agreement, will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement); and (d) other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writing.

Representations and Warranties of Shareholders. Each Shareholder hereby represents and warrants to Parent the Company and Mr. de Berdouare as follows: (a) Such Shareholder shaxx xxxxxxx xxx Xxchanged Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to or for resale, distribution or fractionalization thereof in whole or in part. Such Shareholder does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Exchanged Shares. Such Shareholder has beneficial ownership offull legal right and power, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreementcorporate or other, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Exchange Agreement; such , the other Transaction Documents and all of the other documents required to be executed and delivered by it in connection herewith and therewith and to do all acts as are expressly required or contemplated hereunder or thereunder to be done, observed or performed by it. The execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which by such Shareholder is a party or is subject; of this Exchange Agreement and this Agreement has been duly the other Transaction Documents and all of the other documents required to be executed and delivered by such Shareholder in connection herewith and constitutes a legaltherewith and the taking of all acts as expressly required or contemplated hereunder or thereunder to be done, observed or performed by it have been duly authorized by all necessary corporate, stockholder or other pertinent action. This Exchange Agreement and the other Transaction Documents to be delivered by such Shareholder in connection herewith have been duly executed by such Shareholder and delivered to the Company and Mr. de Berdouare and, assuming due authorization, execution and delixxxx xxxxxx xxx thereof by other parties hereto and thereto, are valid and binding agreement obligations of such Shareholder, enforceable against such Shareholder in accordance with its their terms; (c) , except as such enforceability may be limited by the Bankruptcy Exception. Such Shareholder has good and marketable title to the shares of the Preferred Stock set forth in Column B of Annex A hereto opposite such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, until the termination of this Agreement, will remain owned by such Shareholder's name, free and clear of all voting trustsLiens, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights and the Shareholder does not own of record or beneficially any other encumbrances whatsoever (other than (i) pledges for loans entered into in capital stock of the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement); and (d) other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writingCompany.

Representations and Warranties of Shareholders. Each Shareholder represents and warrants to Parent Parent, as follows: of the date of this Agreement and as of the Closing Date, that (ai) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (cii) such Shareholder is the record or Beneficial Owner, directly or indirectly, of the Owned Shares set forth below such Shareholder’s name on the signature page hereto, with sole, or shared with a person or entity that is also party hereto, voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in the Company Common owned (beneficially or of record) by such Shareholder; (iv) such Owned Shares listed as owned on Schedule 1 hereto are now and, until the termination of this Agreement, will remain owned by such Shareholder, Shareholder free and clear of all voting trusts, voting agreements, proxies, liens, claimscharges, liabilitiesencumbrances, security interestsagreements and commitments of every kind, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement)as expressly set forth herein; and (dv) other than neither the execution or delivery of this Agreement and nor the Merger Agreementconsummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any statute, there are no outstanding optionslaw, warrants ordinance, regulation, rule, code or rights other requirement of a Governmental Entity or any order, injunction, decree or judgment applicable to purchase such Shareholder or acquireany contract, agreement or agreements related to, other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Owned Shares) is bound, other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by such Shareholder of its obligations hereunder or impose any liability or obligation on the Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for or any sales, assignments, transfers Subsidiaries or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writingAffiliates thereof.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, severally and not jointly, represents and warrants to Parent Acquirer, as follows: (a) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under of the date of this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; that (bi) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (cii) such Shareholder is the record and beneficial owner of the Owned Shares set forth below such Shareholder’s Company Common name on the signature page hereto (and any Owned Shares listed as acquired by such Shareholder after the date hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in BMG owned on Schedule 1 hereto (beneficially or of record) by such Shareholder; (iv) such Owned Shares are now and, until the termination of this Agreement, will remain owned by such Shareholder, Shareholder free and clear of all voting trusts, voting agreements, proxies, liens, claimscharges, liabilitiesencumbrances, security interestsagreements and commitments of every kind, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement)as expressly set forth herein; and (dv) other than neither the execution or delivery of this Agreement and nor the Merger Agreementconsummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any law or order, there are no outstanding optionsinjunction, warrants decree or rights judgment applicable to purchase such Shareholder or acquireany contract, agreement or agreements related to, other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s Company Common properties or assets (including such Owned Shares. Notwithstanding this representation) is bound, no other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will his or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for its obligations hereunder or impose any sales, assignments, transfers liability or other dispositions necessitated by hardship; obligation on BMG or (z) as Parent may otherwise agree in writingAcquirer or any subsidiaries or affiliates thereof.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, severally and not jointly, represents and warrants to Parent Acquirer, as follows: of the date of this Agreement and as of the Closing Date, that (ai) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (cii) such Shareholder is the record and beneficial owner (or, with respect to VBI Common Shares held in street name on behalf of such Shareholder, the beneficial (but not record) owner) of the Owned Shares set forth below such Shareholder’s Company Common name on the signature page hereto (and any Owned Shares listed as acquired by such Shareholder after the date hereof), with sole, or shared with such Shareholder’s spouse who is also party hereto, voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in VBI owned on Schedule 1 hereto (beneficially or of record) by such Shareholder; (iv) such Owned Shares are now and, until the termination of this Agreement, will remain owned by such Shareholder, Shareholder free and clear of all voting trusts, voting agreements, proxies, liens, claimscharges, liabilitiesencumbrances, security interestsagreements and commitments of every kind, marital property rights other than those liens, charges, encumbrances, agreements and commitments created by this Agreement or any other liens, charges and encumbrances whatsoever of such Owned Shares existing as of the date hereof as a result of a bona fide financing arrangement with a financial institution (other than (ia hedge fund) pledges for loans entered into that would not prevent such Shareholder from voting its Owned Shares in the ordinary course and (ii) rights favor of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger or otherwise complying with such Shareholder’s obligations under this Agreement); and (dv) other than neither the execution or delivery of this Agreement and nor the Merger Agreementconsummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any Law or order, there are no outstanding optionsinjunction, warrants decree or rights judgment applicable to purchase such Shareholder or acquireany contract, agreement or agreements related to, other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s Company Common properties or assets (including such Owned Shares. Notwithstanding this representation) is bound, no other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by such Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will his or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for her obligations hereunder or impose any sales, assignments, transfers liability or other dispositions necessitated by hardship; obligation on VBI or (z) as Parent may otherwise agree in writingAcquirer or any Subsidiaries or Affiliates thereof.

Representations and Warranties of Shareholders. Each Shareholder represents and warrants to Parent as follows: (a) each other that such Shareholder has beneficial ownership of, the legal capacity to enter into and is entitled to vote in accordance with perform all of such Shareholder’s commitments 's obligations under this Agreement without the consent or approval of any other person. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has the full power and authority to enter into and perform such agreement. Each Shareholder is the sole, true, lawful and beneficial or record owner of the number of Sunrise Common Stock and Sunrise Options, as applicable, set forth next to such Shareholder's name on the signature page hereof and there are no restrictions on such Shareholder's voting rights or rights to disposition pertaining thereto. None of the Shareholders' shares of Sunrise Common Stock (including any shares of Sunrise Common Stock issued upon the exercise of Sunrise Options) or KM Common Stock are subject to any voting trust or other agreement (other than this Agreement, the number Voting Trust Agreement dated as of Company Common Shares set forth opposite his May 27, 1998 among the Sunrise Shareholders and the Voting Trust Agreement dated as of March 1, 1996 among the Shareholders) or her name on Schedule 1 heretoarrangement with respect to the voting of such shares. The execution, delivery, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such performance of this Agreement by each Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require violate any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments other agreement to which such Shareholder is a party party, including, without limitation, any voting agreement, shareholders agreement, or is subject; and this voting trust. This Agreement has been duly executed and delivered by such each Shareholder and constitutes a legal, valid valid, and binding agreement of such Shareholder, enforceable in accordance with its terms; (c) such Shareholder’s Company Common Shares listed , except as owned on Schedule 1 hereto are the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws, now and, until the termination of this Agreement, will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into hereafter in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement); and (d) other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writingeffect.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, severally and not jointly, represents and warrants to Parent Acquirer, as follows: of the date of this Agreement and as of the Closing Date, that (ai) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally; (cii) such Shareholder is the record and beneficial owner of the Owned Shares set forth below such Shareholder’s Company Common name on the signature page hereto (and any Owned Shares listed as acquired by such Shareholder after the date hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in IFB owned on Schedule 1 hereto (beneficially or of record) by such Shareholder; (iv) such Owned Shares are now and, until the termination of this Agreement, will remain owned by such Shareholder, Shareholder free and clear of all voting trusts, voting agreements, proxies, liens, claimscharges, liabilitiesencumbrances, security interestsagreements and commitments of every kind, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement)as expressly set forth herein; and (dv) other than neither the execution or delivery of this Agreement and nor the Merger Agreementconsummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any Law or order, there are no outstanding optionsinjunction, warrants decree or rights judgment applicable to purchase such Shareholder or acquireany contract, agreement or agreements related to, other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s Company Common properties or assets (including such Owned Shares. Notwithstanding this representation) is bound, no Shareholder shall be prevented other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by this Agreement from the following transfers Member of Company Common Shares: (w) transfers by will his or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for her obligations hereunder or impose any sales, assignments, transfers liability or other dispositions necessitated by hardship; obligation on IFB or (z) as Parent may otherwise agree in writingAcquirer or any Subsidiaries or Affiliates thereof.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, severally and not jointly, represents and warrants to Parent Acquirer, as follows: (a) such Shareholder has beneficial ownership of, and is entitled to vote in accordance with such Shareholder’s commitments under of the date of this Agreement, the number of Company Common Shares set forth opposite his or her name on Schedule 1 hereto, and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; that (bi) such Shareholder has the right, power and authority to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes a legal, the valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms; (cii) such Shareholder is the record and beneficial owner of the Owned Shares set forth below such Shareholder’s Company name on the signature page hereto (which for purposes of this Section 3.1 and the signature pages hereto shall exclude any BMG Common Shares listed as issuable upon conversion of the Debentures and any other Owned Shares acquired by such Shareholder after the date hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in BMG owned on Schedule 1 hereto (beneficially or of record) by such Shareholder; (iv) such Owned Shares are now and, until the termination of this Agreement, will remain owned by such Shareholder, Shareholder free and clear of all voting trusts, voting agreements, proxies, liens, claimscharges, liabilitiesencumbrances, security interestsagreements and commitments of every kind, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement or the Merger Agreement)as expressly set forth herein; and (dv) other than neither the execution or delivery of this Agreement and nor the Merger Agreementconsummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any law or order, there are no outstanding optionsinjunction, warrants decree or rights judgment applicable to purchase such Shareholder or acquireany contract, agreement or agreements related to, other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s Company Common properties or assets (including such Owned Shares. Notwithstanding this representation) is bound, no other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will his or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for its obligations hereunder or impose any sales, assignments, transfers liability or other dispositions necessitated by hardship; obligation on BMG or (z) as Parent may otherwise agree in writingAcquirer or any subsidiaries or affiliates thereof.

Representations and Warranties of Shareholders. Each The Shareholder hereby represents and warrants to Parent WAL, as follows: of the date of this Agreement, that (ai) such this Agreement has been duly authorized, executed and delivered by the Shareholder has beneficial ownership ofand constitutes the valid and binding agreement of the Shareholder, and is entitled to vote enforceable against the Shareholder in accordance with such Shareholder’s commitments under this Agreementits terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally; (ii) the number Shareholder is the beneficial owner of Company Common the Owned Shares set forth opposite his or her below the Shareholder’s name on Schedule 1 the applicable signature page hereto, with sole voting and does not own dispositive power over such Owned Shares or have any right the power to acquire any Company Common cause the voting of such Owned Shares not listed on Schedule 1as required herein; (biii) such Owned Shares are the only voting securities or interests in Bridge owned (beneficially or of record) by the Shareholder has (other than any interests attached to the rightOwned Shares pursuant to the Rights Agreement); (iv) such Owned Shares are Beneficially Owned by the Shareholder free and clear of all liens, power charges, encumbrances, agreements and authority commitments of every kind, other than as expressly set forth herein and other than any restrictions on transfers imposed under applicable securities laws; and (v) neither the execution or delivery of this Agreement nor the consummation by the Shareholder of the transactions contemplated hereby will violate any provisions of any Law or order, injunction, decree or judgment applicable to execute, deliver and perform under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law the Shareholder or result in the a breach of any outstanding agreements contract, agreement or instruments other commitment to which such the Shareholder is a party or is subject; and this Agreement has been duly executed and delivered by such which the Shareholder and constitutes a legal, valid and binding agreement or any of such Shareholder, enforceable in accordance with its terms; (c) such the Shareholder’s Company Common Shares listed properties or assets (including such Owned Shares) is bound, other than for any such violation or breach as owned would not prevent or prohibit the performance by Shareholder of his or her obligations hereunder or impose any liability or obligation on Schedule 1 hereto are now and, until the termination of this Agreement, will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights Bridge or WAL or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement Subsidiaries or the Merger Agreement); and (d) other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writingaffiliates thereof.