(c) Ownership. Stockholder has sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 2, and sole power to agree to all of the matters applicable to Stockholder set forth in this Agreement, in each case, over all of the Covered Shares currently owned by Stockholder, directly or indirectly.
(d) Non-Contravention. The execution, delivery and performance of this Agreement by Stockholder do not result in any material violation or material default (with or without notice or lapse of time, or both) of or under (i) any order, writ, injunction, judgment or decree of any governmental entity to which Stockholder is subject or by which he is bound, (ii) any provision of any law applicable to Stockholder or (iii) any material agreement to which Stockholder is a party or by which he is bound. No consent, approval, order, waiver or authorization of, or registration, qualification, designation, declaration, notice or filing with, any governmental entity is required on the part of Stockholder in connection with execution, delivery and performance of this Agreement by Stockholder.
(e) No Inconsistent Agreements. Except for this Agreement, Stockholder has not (i) entered into any outstanding voting agreement, voting trust or similar agreement with respect to any of the Subject Shares, (ii) granted any outstanding proxy, consent or power of attorney with respect to any of the Subject Shares or (iii) taken any other action that would have the effect of preventing or disabling Stockholder from performing any of his obligations under this Agreement in any material respect.
8. Representations and Warranties of the Company. The Company hereby represents and warrants to Stockholder, as of the date hereof, as follows:
(a) Organization; Power; Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. The Company has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) Authorization. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by all necessary and appropriate corporate action by the Company and by the Authorized Committee. Subject to the due authorization, execution and delivery of this Agreement by Stockholder, this Agreement, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors rights generally, by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and by general principles of equity.
(c) Non-Contravention. The execution, delivery and performance of this Agreement by the Company do not result in (x) any material violation or material default (with or without notice or lapse of time, or both) of or under (i) any order, writ, injunction, judgment or decree of any governmental entity to which the Company is subject or by which it is bound, (ii)