Page 15 of 23 – SEC Filing
9.
Representations and Warranties of TNK. TNK hereby represents and warrants that:
9.1
Due Authority. TNK has the full power and capacity to make, enter into and carry out the terms of this Agreement.
TNK is duly organized, validly existing and in good standing in accordance with the laws of its jurisdiction of formation. The
execution and delivery of this Agreement, the performance of TNK’s obligations hereunder, and the consummation of the transactions
contemplated hereby has been validly authorized, and no other consents or authorizations are required to give effect to this Agreement
or the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by TNK and
constitutes a valid and binding obligation of TNK enforceable against it in accordance with its terms, except as enforcement may
be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency
and similar Laws affecting creditors’ rights and remedies generally.
9.2
No Conflict; Consents.
(a)
The execution and delivery of this Agreement by TNK does not, and the performance by TNK of its obligations under
this Agreement and the compliance by TNK with the provisions hereof do not and will not: (a) conflict with or violate any Laws
applicable to TNK, or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both
would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,
pursuant to any Contract or obligation to which TNK is a party or by which TNK is subject.
(b)
No consent, approval, order or authorization of, or registration, declaration or, except as required by the rules
and regulations promulgated under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by
or with respect to TNK in connection with the execution and delivery of this Agreement or the consummation by TNK of the transactions
contemplated hereby.
10.
Miscellaneous.
10.1
No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in TNK any direct or indirect
ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and
relating to the Covered Shares shall remain vested in and belong to Huber, and TNK shall not have any authority to direct Huber
in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.
10.2
Certain Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the
TNK Common Stock or TIL Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification,
exchange of shares or the like, the terms “TNK Common Stock,” “TIL Common Stock,” “TNK Covered Shares,”
“TIL Covered Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well
as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed
or exchanged or which are received in such transaction.
