Representations of Stockholders. Each of the Stockholders represents and warrants to IMS that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 of the Exchange Act) and of record each of the shares of Common Stock, par value $0.001 per share, of TriZetto (the "TRIZETTO COMMON STOCK"), set forth opposite such Stockholder's name on EXHIBIT A hereto (such Stockholder's "SHARES") free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or Voting of any shares of capital stock of TriZetto and there are no Voting trusts or Voting agreements with respect to such Shares, (b) such Stockholder does not beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any shares of TriZetto Common Stock other than such Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of TriZetto or any security exercisable for or convertible into shares of capital stock of TriZetto other than those options, warrants or other rights set forth opposite such Stockholder's name on EXHIBIT B hereto (such Stockholder's "OPTIONS") and each Stockholder represents and warrants that such Stockholder shall not exercise any such Options prior to the termination of this Agreement except in accordance with Section 6 of this Agreement, (c) such Stockholder has full power and authority and has taken all actions necessary to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder and this Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exception, (d) other than filings under the Exchange Act, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Entity, in connection with the execution and delivery of this Agreement by such Stockholder, and (e) the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by such Stockhol...
Representations of Stockholders. As of the Closing (as defined in the Purchase Agreement), each of the Stockholders represents and warrants that (a) such Stockholder lawfully owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) and of record that number of shares of Common Stock and Series A Preferred Stock of the Company set forth opposite such Stockholder’s name on Schedule A (collectively, the “Shares”), respectively, free and clear of any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or operation of law); (b) except for this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any shares of capital stock of the Company and there are no voting trusts, proxies or voting agreements with respect to such Shares; (c) such Stockholder does not beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) any additional shares of capital stock of the Company other than the Shares and, except as disclosed on Schedule A, does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company; and (d) such Stockholder has full power and authority to perform such Stockholder’s obligations under this Section 2. Each of the Stockholders further represents and warrants that the execution and delivery of this Agreement do not, and the performance of this Section 2 by such Stockholder will not (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to such Stockholder or by which it or any of its assets is or may be bound or affected; (ii) result in or constitute (with or without notice or lapse of time or both) any breach of or default under, or give to any other individual or entity (with or without notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time or both) in the creation of any encumbrance or restriction on any of the Subject Securities pursuant to any contract to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s affiliates or assets is or may be bound or affected; or (iii) require any consent or approval of any other person or entity.
Representations of Stockholders. Each Stockholder represents and warrants to the other Stockholders that:
Representations of Stockholders. Each Stockholder hereby represents and warrants to each of the other Stockholders that (a) it owns and has the right to vote the number of shares of the Stock set forth opposite its name on Exhibit B attached hereto, (b) it has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof and (c) it will not take any action inconsistent with the purposes and provisions of this Agreement.
Representations of Stockholders. Each Stockholder represents and warrants to the Company that:
(a) Such Stockholder, if not an individual, is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Such Stockholder, if an individual, is a resident of the state of the address set forth for such Stockholder in Section 14.
(b) As of the date hereof, such Stockholder is, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will be, a beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of, and such Stockholder has, and will have, good and valid title to, the Stockholder’s Shares with no restrictions on the Stockholder’s rights of disposition pertaining thereto other than any restrictions under applicable securities laws. The Stockholder beneficially owns, all of such Stockholder’s Shares free and clear of all liens and encumbrances. Other than as provided in this Agreement, such Stockholder has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, with respect to such Shares, either (i) the sole power, directly or indirectly, to vote and dispose of such Subject Shares or (ii) the shared power together with one or more other Stockholders, directly or indirectly, to vote and dispose of such Shares, and to issue instructions pertaining to such Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Shares Transferred in accordance with this Agreement) at all times during the term of this Agreement will have, the complete and exclusive power, individually or together with one or more other Stockholders, to, directly or indirectly (i) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 3 hereof and (ii) agree to all matters set forth in this Agreement.
(c) None of the Shares are held in an account that would allow a third party to lend out such Shares on any securities lending market or otherwise. The number of shares of Company Capital Stock and Options set forth on Annex A opposite the name of such Stockholder are the only shares of Company Capital Stock or Options or other Company securities beneficially owned by such Stockholder as of the date of this Agreement. O...
Representations of Stockholders. Each Stockholder hereby represents and warrants that (i) he owns and has the right to vote the number of shares of the Perini Voting Stock set forth opposite his name on Exhibit A attached hereto, (ii) each of the Stockholders has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement that would conflict with the purposes or provisions of this Agreement, and (iii) he will not take any action inconsistent with the purposes and provisions of this Agreement.
Representations of Stockholders. Each of the Stockholders represents and warrants (each as to himself or itself) to Astratek and Tek that (a) except for shares pledged to lending institutions in connection with bona fide loan transactions, in which case all voting rights relating to such shares are retained by the Stockholder, such Stockholder lawfully owns the Shares set forth opposite such Stockholder's name on SCHEDULE 1 free and clear of all liens, claims, charges, security interests or other encumbrances and, except for this Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any shares of capital stock of DSNC and there are no voting trusts or voting agreements with respect to such Shares, (b) such Stockholder does not own any shares of Common Stock other than such Shares and does not have any options (other than employee stock options), warrants or other rights to acquire any additional shares of capital stock of DSNC or any security exercisable for or convertible into shares of capitol stock of DSNC, and (c) such Stockholder has full power and authority to enter into, execute and deliver this Agreement and to perform fully such Stockholder's obligations hereunder. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder, enforceable in accordance with its terms.
Representations of Stockholders. Each of the Stockholders severally represents as to himself, herself or itself that:
(a) such Stockholder is the beneficial owner with the sole power to vote that number of Company securities as set forth opposite such Stockholder's name on Exhibit A attached hereto (in each case, such "Stockholder's Securities" and collectively, the "Securities") in favor of the issuance of shares of Company capital stock upon conversion of the Notes; and
(b) such Stockholder does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any Company securities other than such Stockholder's Securities, and any shares of Company stock which such Stockholder has the right to obtain upon the exercise of employee stock options outstanding on the date hereof;
(c) such Stockholder has good and valid title to such Stockholder's Securities free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights and any other encumbrances whatsoever with respect to the ownership, transfer or voting of such Securities (other than restrictions on transfer under applicable Federal and state securities laws);
(d) if such Stockholder is a corporation, partnership or other similar business entity, such Stockholder is a duly organized and validly existing corporation, partnership or other similar business entity, as the case may be, in good standing under the laws of its jurisdiction of organization;
(e) such Stockholder has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to take all actions required and to consummate all of the transactions contemplated by this Agreement. This Agreement is a valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(f) other than the filings required pursuant to applicable Federal and state securities laws, no notices, reports or other filings are required to be made by such Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Stockholder from, any Governmental Authority, in connection with the execu...
Representations of Stockholders. Each Stockholder represents and warrants:
1.1. Such Stockholder is the sole, true, lawful and beneficial owner of the number of shares of Common Stock (the "Shares") listed on the signature page hereof as being owned by such Stockholder with no restrictions on such Stockholder's voting rights or rights of disposition pertaining thereto, except those under the Securities Act of 1933, as amended (the "1933 Act") and those that would not in any material way limit or otherwise adversely affect the voting rights granted by such Stockholder under this Agreement or by the proxy to be delivered by such Stockholder pursuant hereto. At the Effective Date (as defined in the Merger Agreement), such Stockholder will have good and valid title to the Shares listed on the signature page hereof as being owned by such Stockholder free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Shares owned by such Stockholder is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares that would in any way limit or otherwise adversely affect the voting rights granted by such Stockholder under this Agreement. Such Stockholder does not "beneficially own" (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")), any shares of Common Stock other than the Shares listed on the signature page hereof as being beneficially owned by such Stockholder and other than any shares of Common Stock which such Stockholder may obtain upon the exercise of RGI Options (as defined in the Merger Agreement).
1.2. The execution, delivery and performance by such Stockholder of this Agreement does not and will not contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of such Stockholder or to a loss of any benefit of such Stockholder under any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or result in the imposition of any lien on any asset of such Stockholder.
1.3. This Agreement is the valid and binding Agreement of such Stockholder. If this Agreement is being executed in a representative or fiduciary capacity for such Stockholder, the person signing this Agreement for such Stockholder has full power and authority to enter into and perform such Agreement for such Stockholder.
Representations of Stockholders. Each of the Stockholders with respect to themselves represents and warrants as follows:
