Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to Company that Stockholder (i) is the beneficial owner of the Shares, which at the date hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Parent other than the Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Vishay Intertechnology Inc), Voting Agreement (General Semiconductor Inc), Voting Agreement (General Semiconductor Inc)
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to Company USWeb that Stockholder (i) is the beneficial owner of the Shares, which at the date hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Parent CKS other than the Shares and any New Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this AgreementAgreement and the Proxy.
Appears in 3 contracts
Samples: CKS Voting Agreement (Usweb Corp), CKS Voting Agreement (Usweb Corp), CKS Voting Agreement (CKS Group Inc)
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to Company that CKS as follows: Stockholder (i) is the beneficial owner of the Shares, which at the date hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Parent USWeb other than the Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this AgreementAgreement and the Proxy.
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