No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, Stockholder’s Shares and any certificates representing such Shares are now, and at all times during the term of this Agreement will be, held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all Encumbrances, proxies, voting trusts or agreements, understandings or arrangements, except for any such Encumbrances, proxies, voting trusts or agreements, understandings or arrangements arising hereunder.
Appears in 11 contracts
Samples: Tender and Voting Agreement (TCV Iv Lp), Tender and Voting Agreement (Intersil Corp/De), Tender and Voting Agreement (Hwga LTD)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereofthis Agreement, StockholderShareholder’s Shares and any certificates representing such Shares are now, and at all times during the term of this Agreement will be, held by StockholderShareholder, or by a nominee or custodian for the benefit of StockholderShareholder, free and clear of all Encumbrances, proxies, voting trusts or agreements, understandings or arrangements, except for restrictions on transfer under applicable securities Laws and any such Encumbrances, proxies, voting trusts or agreements, understandings or arrangements arising hereunder.
Appears in 4 contracts
Samples: Voting Agreement (Advisor Group Holdings, Inc.), Voting Agreement (Vector Group LTD), Voting Agreement
No Encumbrances. Except as applicable in connection with the transactions expressly contemplated by Section 2 hereofthis Agreement, Stockholder’s Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 3 contracts
Samples: Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts Inc)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section Sections 2 and 3 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 3 contracts
Samples: Stockholders Agreement (Hadco Acquisition Corp Ii), Stockholders Agreement (Hadco Acquisition Corp Ii), Stockholders Agreement (Continental Circuits Corp)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 Sections 2, 3 and 4 hereof, Stockholder’s the Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof, will be, held by the Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 3 contracts
Samples: Stockholder Agreement (Rite Aid Corp), Stockholder Agreement (Revco D S Inc), Stockholder Agreement (Zell Chilmark Fund L P)
No Encumbrances. Except as applicable in connection with the transactions expressly contemplated by Section 2 hereofthis Agreement, Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever (other than to the extent set forth on Schedule 1 to this Agreement), except for any such encumbrances or proxies arising hereunder.
Appears in 2 contracts
Samples: Voting Agreement (At&t Corp), Voting Agreement (At&t Corp)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares and such Stockholder's Options are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 2 contracts
Samples: Stockholders Agreement (Digene Corp), Stockholders Agreement (Citrix Systems Inc)
No Encumbrances. Except as applicable in connection with the ---------------- transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares and such Stockholder's Options are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except as arising hereunder.
Appears in 1 contract
Samples: Stockholders' Agreement (Agfa Corp)
No Encumbrances. Except as applicable in connection with permitted by this Agreement, the transactions contemplated by Section 2 hereof, Stockholder’s --------------- Company Shares of Stockholder and any the certificates representing such Company Shares are now, and at all times during the term of this Agreement hereof will be, held by Stockholder, or by a nominee or custodian for the benefit of Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 1 contract
Samples: Voting Agreement (Saflink Corp)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 1 contract
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, the Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except as arising hereunder.
Appears in 1 contract
Samples: Stockholder Agreement (Autologic Information International Inc)
No Encumbrances. Except as applicable in connection with the ---------------- transactions contemplated by Section 2 hereof, the Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except as arising hereunder.
Appears in 1 contract
Samples: Stockholder's Agreement (Agfa Corp)
No Encumbrances. Except as applicable in connection with the ---------------- transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares and such Stockholder's Options are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.
Appears in 1 contract
Samples: Stockholders Agreement (Cytyc Corp)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares and such Stockholder's Options are now, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except as arising hereunder.
Appears in 1 contract
Samples: Stockholders' Agreement (Autologic Information International Inc)
No Encumbrances. Except as applicable expressly provided in connection with this Agreement, the transactions contemplated by Section 2 hereof, Stockholder’s Stockholder Shares and any certificates representing such Shares the Certificates are now, and at all times during the term of this Agreement hereof, will be, held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunderhereunder and other than liens arising from securities margin accounts.
Appears in 1 contract
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereofhereby, Stockholder’s the Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof, will be, held by Stockholderthe Stockholders, or by a nominee or custodian for the benefit of Stockholderthe Stockholders, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except those which would not affect the Stockholders' performance hereunder or for any such encumbrances or proxies arising hereunder.
Appears in 1 contract
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereofhereby, such Stockholder’s 's Shares and any the certificates representing such Shares are now, and at all times during the term of this Agreement hereof will be, held by Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, proxiesclaims, voting trusts or agreements, understandings or arrangements, except for any such Encumbrancessecurity interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunderhereunder in favor of the Parent.
Appears in 1 contract
Samples: Stockholders Agreement (Massachusetts Mutual Life Insurance Co)
No Encumbrances. Except as applicable in connection with the transactions contemplated by Section 2 hereof, such Stockholder’s 's Shares and any the certificates representing such Shares are noware, and at all times during the term of this Agreement hereof will be, held by such Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all Encumbrancesliens, security interests, proxies, voting trusts or agreements, understandings or arrangementsto such Stockholder's knowledge any other encumbrances whatsoever, except for any such Encumbrances, proxies, voting trusts encumbrances or agreements, understandings or arrangements proxies arising hereunder.
Appears in 1 contract