Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to 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 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 Agreement and the Proxy.
Appears in 3 contracts
Samples: Voting Agreement (Usweb Corp), Voting Agreement (Usweb Corp), Voting Agreement (CKS Group Inc)
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to USWeb 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 CKS Parent 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 Agreement and the ProxyAgreement.
Appears in 3 contracts
Samples: Voting Agreement (General Semiconductor Inc), Voting Agreement (General Semiconductor Inc), Voting Agreement (Vishay Intertechnology Inc)
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to USWeb 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 CKS Parent 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 Agreement and the Proxy.
Appears in 2 contracts
Samples: Voting Agreement (Sawtek Inc \Fl\), Voting Agreement (Triquint Semiconductor Inc)
Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to USWeb 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 CKS USWeb 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 Agreement and the Proxy.
Appears in 1 contract
Samples: Voting Agreement (CKS Group Inc)