Company Shares. Each of the Company Shareholders holds of record and owns beneficially the number of Company Common Shares, set forth on Exhibit A attached to this Agreement, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Company Shareholders or the Company is a party to any option, warrant, purchase right, or other contract or commitment that could require the Company to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). None of the Company Shareholders is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Corgenix Medical Corp/Co), Merger Agreement (Us Medical Group Inc)
Company Shares. Each of the Company Shareholders Such Shareholder holds of record and owns beneficially the number of Company Common Shares, Shares set forth on Exhibit A attached to this Agreementopposite such Shareholder's name, in Section of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security InterestsInterests liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Company Shareholders or the Company Such Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Company such Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). None of the Company Shareholders Such Shareholder is not a party to any voting trust, proxy, shareholders agreement, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Orius Corp), Stock Purchase Agreement (Orius Corp)
Company Shares. Each of the Company Shareholders The Significant Stockholder holds of record and owns beneficially the number of Company Common Shares, Shares set forth on Exhibit A attached next to this Agreementhis or its name in Section 4.2 of the Company Disclosure Letter, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Company Shareholders or the Company The Significant Stockholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Company Significant Stockholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). None of the Company Shareholders The Significant Stockholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Appears in 1 contract
Samples: Merger Agreement (Hughes Supply Inc)
Company Shares. Each of the Company Shareholders The Shareholder holds of record and owns beneficially the number of Company Common Shares, Shares set forth on Exhibit A attached to this Agreementopposite the Shareholder's name in Section 5(b) of the Shareholder Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Company Shareholders or the Company The Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Company Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). None of the Company Shareholders The Shareholder is not a party to any voting trust, proxy, shareholders agreement, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Appears in 1 contract
Company Shares. Each of the Company Shareholders The Significant Shareholder holds of record and owns beneficially the number of Company Common Shares, Shares or Warrants set forth on Exhibit A attached next to this Agreementhis or its name in Section 4.2 of the Company Disclosure Letter, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. None of the Company Shareholders or the Company The Significant Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Company Significant Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). None of the Company Shareholders The Significant Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.
Appears in 1 contract
Samples: Merger Agreement (Teleflex Inc)