(h) Such Stockholder has received and reviewed a copy of the Merger Agreement. Such Stockholder understands and acknowledges that the Buyer Parties and the Company are entering into the Merger Agreement in reliance upon such Stockholders execution, delivery and performance of this Agreement.
(i) No broker, investment bank, financial advisor or other person is entitled to any brokers, finders, financial advisers or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Stockholder (it being understood that arrangements of the Company or their other Affiliates shall not be deemed to be an arrangement of such Stockholder).
SECTION 3 Representations and Warranties of the Buyer Parties. Each Buyer Party hereby represents and warrants to each Stockholder and to the Company as follows:
(a) Such Buyer Party is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute and deliver and perform its obligations under this Agreement and to perform the obligations contemplated herein, and has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by such Buyer Party, and, assuming this Agreement constitutes the legal, valid and binding obligations of the other parties hereto, constitutes the legal, valid and binding obligations of such Buyer Party, and are enforceable against such Buyer Party in accordance with its terms, subject to the Enforceability Limitations.
(c) Assuming compliance with the applicable provisions of the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement by such Buyer Party, and the consummation of the transactions contemplated by this Agreement, will not: (i) cause a violation, or a default, by such Buyer Party of any applicable legal requirement or decree, order or judgment applicable to such Buyer Party, or to which such Buyer Party is subject; or (ii) conflict with, result in a breach of, or constitute a default on the part of such Buyer Party under any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Buyer Party is a party or by which such Buyer Party or its assets are bound, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay or impair the performance by such Buyer Party of any of its obligations under this Agreement.
SECTION 4 Transfer of the Shares or Units; Other Actions.
(a) Prior to the Termination Date, except as otherwise expressly provided herein, each Stockholder shall not, and shall cause each of its Affiliates not to: (i) transfer, redeem, exchange, surrender, assign, sell, gift-over, hedge, pledge or otherwise dispose (whether by liquidation, dissolution, dividend, distribution or otherwise) of, enter into any derivative arrangement with respect to, create any Encumbrance on (any of the items set forth in this clause (i), a Transfer), any or all of such Stockholders Subject Shares; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of such Stockholders Subject Shares; or (iv) take or cause the taking of any other action that would materially restrict or