Common use of Representations of Shareholder Clause in Contracts

Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share capital of the Company and there are no Voting trusts or Voting agreements with respect to such Shares; (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share capital of the Company or any security exercisable for or convertible or exchangeable into share capital of the Company; (c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder; (d) this Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms; (e) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder; (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 4 contracts

Samples: Voting Undertaking, Voting Undertaking (Saifun Semiconductors Ltd.), Voting Undertaking (Spansion Inc.)

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Representations of Shareholder. The Shareholder represents and warrants to the Parent BMBC that: (a) as of the date hereof, the (i) Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act”) all of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), Original Shares free and clear of all Liens (other than Liens, except for any Original Shares encumbered pursuant to pledges to secure indebtedness as set forth below Shareholder’s signature on Schedule 1(athe signature page hereto (“Pledged Shares”), (ii) and proxies and other restrictions in favor of the Parent and Merger Sub except pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a)hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) voting of any share capital of the Company Original Shares and there are no Voting voting trusts or Voting voting agreements with respect to such Shares;the Original Shares and (iii) there are no restrictions on Shareholder’s ability to exercise voting rights with respect to Pledged Shares in connection with the Merger. (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 any shares of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares RBPI Common Stock other than (i) the Original Shares and does not have (ii) any options, warrants or other rights Rights to acquire any additional share capital shares of the Company RBPI Common Stock or any security exercisable for or convertible or exchangeable into share capital shares of RBPI Common Stock, set forth on the Company;signature page of this Agreement (collectively, “Options”). (c) the Shareholder has full legal capacity (and, if applicable, corporate power and authority and has taken all actions necessary authority) to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder; (d) this . This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder Shareholder, enforceable against the Shareholder in accordance with its terms;, except in each case as enforcement may be limited by general principles of equity, whether applied in a court of law or court of equity, and by bankruptcy, insolvency and similar Laws affecting creditor’s rights and remedies generally. (ed) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder None of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder; (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will not, conflict with or result in a violation or breach ofbreach, or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contractprovision of, any trust agreement, arrangement loan or commitment credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to which Shareholder or to Shareholder’s property or assets. (e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of Shareholder is a party required in connection with the valid execution and delivery of this Agreement or which Shareholder’s performance hereunder. No consent of Shareholder’s spouse is binding on it, him necessary under any “community property” or her or its, his or her assets other Laws in order for Shareholder to enter into and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of perform its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 2 contracts

Samples: Merger Agreement (Royal Bancshares of Pennsylvania Inc), Merger Agreement (Bryn Mawr Bank Corp)

Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as As of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 0.001 per share, of the Company (the "Company Shares"), set forth on Schedule 1(a) (the "Shares"), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities Act and the "blue sky" laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share shares of capital stock of the Company and there are no Voting trusts or Voting agreements with respect to such Shares; (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share shares of capital stock of the Company or any security exercisable for or convertible or exchangeable into share shares of capital stock of the Company; (c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s 's obligations hereunder; (d) this Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception; (e) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder; (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 2 contracts

Samples: Voting Undertaking (Msystems LTD), Voting Undertaking (M-Systems Flash Disk Pioneers LTD)

Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as As of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)0000 Xxx) or of record each of the Ordinary Sharesordinary shares, par value NIS 0.01 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities 1933 Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share shares of capital stock of the Company and there are no Voting trusts or Voting agreements with respect to such Shares; (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange 1934 Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share shares of capital stock of the Company or any security exercisable for or convertible or exchangeable into share shares of capital stock of the Company; (c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder; (d) this Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and similar laws relating to creditors’ rights and to general principles of equity; (e) assuming that all consents contemplated by the Merger Agreement have been obtained, other than filings under the Exchange 1934 Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity Authority or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder;; and (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 2 contracts

Samples: Voting Agreement (Powerdsine LTD), Voting Agreement (Microsemi Corp)

Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as of 1.1 The Shareholder is the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 per share, holder and beneficial owner of the Company Ordinary Shares and/or the Series A-1 Preferred Shares and/or the Series A-2 Preferred Shares set forth opposite the Shareholder’s name on Exhibit A hereto (the such shares collectively referred to as “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than Encumbrances, except as set forth on in Schedule 1(a2.1(a)(i) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Major Shareholders Agreement and except for such transfer restrictions of general applicability as may be provided under securities lawsbetween Parent, including the Securities Act Company and the “blue sky” laws Major Shareholders of the various states of Company listed thereunder (the United States“Major Shareholders Agreement”) and, except for this Agreement and or as set forth on or disclosed in the Merger Agreement (including, without limitations, the Company Disclosure Schedule) or in Schedule 1(a)2.1(a)(i) of the Major Shareholders Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character kind or nature whatsoever to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share capital of the Company Shares and there are no Voting trusts or Voting agreements with respect to such Shares;shares. (b) as of the date hereof, 1.2 The Shareholder does not beneficially own any Company Shares other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares Exhibit A hereto and does not have any options, warrants or other rights to acquire any additional share capital shares of Share Capital of the Company or any security exercisable for or convertible or exchangeable into share capital shares of Share Capital of the Company;Company (other than upon conversion of such Company Shares). (c) 1.3 Except as set forth on Schedule 1.3, the Shareholder does not beneficially own any shares of Capital Stock of Parent. 1.4 The Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder;. (d) this 1.5 This Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms;, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in proceeding in equity or at Law). (e) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably 1.6 Except as may be expected required pursuant to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreementapplicable securities Laws, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or entityAuthority, in connection with the execution execution, delivery and delivery performance of this Agreement by the Shareholder;. (f1.7 Except as set forth in Schedule 2.1(a)(i) of the Major Shareholders Agreement, the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation, modification or acceleration) acceleration (whether after the giving of with or the passage without due notice or lapse of time of or both) under any contract, agreement, arrangement or commitment commitment, including, with out limitations, its Memorandum of Association, Articles of Association, certificate of incorporation, bylaws or equivalent organizational documents, to which the Shareholder is a party or which is binding on it, him or her or its, his or her its assets and will not result in the creation of any Lien Encumbrances on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent)Shareholder.

Appears in 1 contract

Samples: Voting Agreement (Endocare Inc)

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Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as As of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)) or of record each of the Ordinary Shares, par value NIS 0.01 0.001 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share shares of capital stock of the Company and there are no Voting trusts or Voting agreements with respect to such Shares; (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share shares of capital stock of the Company or any security exercisable for or convertible or exchangeable into share shares of capital stock of the Company; (c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder; (d) this Agreement has been duly executed and delivered by the Shareholder and constitutes the legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception; (e) other than filings under the Exchange Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder; (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 1 contract

Samples: Voting Undertaking (Sandisk Corp)

Representations of Shareholder. The Shareholder represents and warrants to the Parent that: (a) as As of the date hereof, the Shareholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act)1000 Xxx) or of record each of the Ordinary Sharesordinary shares, par value NIS 0.01 per share, of the Company (the “Company Shares”), set forth on Schedule 1(a) (the “Shares”), free and clear of all Liens (other than as set forth on Schedule 1(a) and proxies and other restrictions in favor of the Parent and Merger Sub pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under securities laws, including the Securities 1933 Act and the “blue sky” laws of the various states of the United States) and, except for this Agreement and as set forth on Schedule 1(a), there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or Voting (as defined below) of any share shares of capital stock of the Company and there are no Voting trusts or Voting agreements with respect to such Shares; (b) as of the date hereof, other than as set forth on Schedule 1(a), the Shareholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange 1934 Act, but ignoring the 60-day limitation set forth therein) any Company Shares other than the Shares and does not have any options, warrants or other rights to acquire any additional share shares of capital stock of the Company or any security exercisable for or convertible or exchangeable into share shares of capital stock of the Company; (c) the Shareholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder; (de) this Agreement has been duly executed and delivered assuming that all consents contemplated by the Shareholder and constitutes the legalMerger Agreement have been obtained, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms; (e) other than filings under the Exchange 1934 Act and other than such as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement, no notices, reports or other filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Shareholder from, any Governmental Entity Authority or any other Person or entity, in connection with the execution and delivery of this Agreement by the Shareholder;; and (f) the execution, delivery and performance of this Agreement by the Shareholder does not, and the consummation by the Shareholder of the transactions contemplated hereby will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of or the passage of time of both) under any contract, agreement, arrangement or commitment to which the Shareholder is a party or which is binding on it, him or her or its, his or her assets and will not result in the creation of any Lien on any of the assets or properties of the Shareholder (other than the Shares), except for such violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens as would not reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement; and (g) upon delivery by the Shareholder to Parent of the Profit pursuant to Section 6, Parent will receive good and valid title to the assets constituting such Profit, free and clear of all security interests, liens, claims, pledges, options, rights or first refusal, agreements, charges and other encumbrances of any nature whatsoever (except any security interest created by Parent).

Appears in 1 contract

Samples: Voting Agreement (Powerdsine LTD)

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