Extract to table

However, the Selling Stockholder's representations regarding its own affairs — including representations regarding (i) title to and ownership of the shares being sold by the Selling Stockholder, free and clear of all liens and encumbrances, (ii) authority and power to enter into and perform its obligations under the Underwriting Agreement and the custody agreement, and (iii) the absence of conflicts between the Underwriting Agreement and the Selling Stockholder's organizational documents or material agreements — shall remain as flat representations without knowledge qualifiers

The lock-up agreements must be in form and substance satisfactory to the Representative and must be delivered prior to the effectiveness of the registration statement

Any release or waiver of the lock-up restrictions prior to the expiration of the Lock-Up Period shall require the prior written consent of Hargrove Keating & Co

The lock-up restrictions shall also terminate automatically upon the occurrence of a "Change of Control" of the Company, as defined in the lock-up agreement

Good-Standing Certificates (Section 6(f)) Calderwood & Harkness has proposed a list of entities for which good-standing certificates (or certificates of existence or authorization, as applicable) must be delivered at closing

LLC All such certificates shall be dated within five (5) business days of the closing date