Supercuts 2008 Annual Report Download - page 147

fully paid and nonassessable. Except for the stockholders' agreement dated as of December 21, 2007 among the Company, the Seller, Powell and
Mackenzie, there are no agreements between the Company's shareholders with respect to the voting or transfer of the Company's Capital Stock
or with respect to any other aspect of the Company's affairs. There are no bonds, debentures, notes or other indebtedness of the Company
outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any
shareholders of the Company may vote.
5.3 Authorization; Noncontravention.
(a) Except for the approval by the shareholders of the Seller (which Seller will have received prior to February 20, 2008), the execution,
delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which any Seller Party is a
party have been duly authorized by the applicable Seller Parties, and no other act (corporate or otherwise) or other proceeding on the part of any
Seller Party is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and
the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller
Party and constitutes a valid and binding obligation of such Seller Party enforceable in accordance with its terms (except as enforceability may
be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights and by
general principles of equity), and each of the other agreements and instruments contemplated hereby to which any Seller Party is a party, when
executed and delivered by such Seller Party in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation
of such Person, enforceable in accordance with its respective terms (except as enforceability may be limited by laws relating to bankruptcy,
insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights and by general principles of equity). The assignments,
endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer the Seller's
entire interest, legal and beneficial, in the Shares. Except for the approval by the shareholders of the Seller (which Seller will have received prior
to February 20, 2008), Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of its
Shares, and upon transfer to Buyer of the certificates representing such Shares, Buyer will receive good and marketable title to such Shares, free
and clear of all Encumbrances.
(b) Except as set forth on the attached Restrictions Schedule , the execution and delivery by each Seller Party of this Agreement and all of
the other agreements and instruments contemplated hereby to which any Seller Party is a party and the fulfillment of and compliance with the
respective terms hereof and thereof by such Seller Party do not and shall not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation
of any Lien upon the Company's or any of its Subsidiaries' Capital Stock or assets pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other
action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant
to the Company's or any of its Subsidiaries' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to
which the Company or any of its Subsidiaries or the Seller is subject, or any material agreement, instrument, license, permit, order, judgment or
decree to which the Company or any of the Sellers are subject; provided, that Seller makes no such representation as to whether change-of-
control consents are required under store leases or other contracts of the Company or its Subsidiaries (other than (i) a contractual obligation that
would prohibit the sale of the Shares or completion of the transactions contemplated hereby, and (ii) any required consent under the Harris Bank
Agreements). No Seller Party is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction
other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates)
regarding Company Transactions.
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