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terms; and (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party.
7. Representations and Warranties of Shareholder. Each member of Shareholder jointly represents and warrants that, as of the date of this Agreement, (a) Shareholder, together with all of the Shareholder Affiliates, collectively Beneficially Own, an aggregate of 1,534,180 shares of Common Stock; (b) except for such ownership, no member of Shareholder, individually or in the aggregate with all other members of Shareholder and the Shareholder Affiliates, has any other Beneficial Ownership of, and/or economic exposure to, any Voting Securities, including through any derivative transaction described in the definition of Beneficial Ownership above; and (c) Shareholder has not provided or agreed to provide, and will not provide, any compensation in cash or otherwise to the Shareholder Designee, solely in his capacity as a director or director nominee of the Company in connection with such Shareholder Designees nomination and appointment to, or service on, the Board.
8. Certain Defined Terms. For purposes of this Agreement:
(a) The term Affiliate shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.
(b) Beneficially Own, Beneficial Owner, and Beneficial Ownership shall have the same meaning as set forth in Rule 13d-3 under the Exchange Act.
(c) Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
(d) The terms person or persons shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.
(e) SEC shall mean the Securities and Exchange Commission.
(f) Voting Securities shall mean the Common Stock, and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for Common Stock or other securities entitled to vote in the election of directors, whether or not subject to the passage of time or other contingencies.
9. Miscellaneous. The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, except to the extent mandatorily governed by the laws of the Commonwealth of Virginia concerning the internal affairs of the Company, the other party shall be entitled to an
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