Common use of Representations of Stockholders Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Tekinsight Com Inc), Voting Agreement (Tekinsight Com Inc)

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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 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.

Appears in 1 contract

Samples: Voting Agreement (Tekinsight Com Inc)

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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.such

Appears in 1 contract

Samples: Merger Agreement (Data Systems Network Corp)

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