Common use of The Subject Shares Clause in Contracts

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 4 contracts

Samples: Company Stockholder Agreement (Bacou S A), Company Stockholder Agreement (Bacou Usa Inc), Company Stockholder Agreement (Bacou Usa Inc)

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The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject SharesShares set forth opposite his, her or its name on Schedule A attached hereto, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject SharesShares set forth opposite his, her or its name on Schedule A attached hereto. The Stockholder has the sole right to vote the such Subject Shares, and and, except as contemplated by this Agreement, none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Stockholder Agreement (Heartport Inc), Stockholder Agreement (Johnson & Johnson)

The Subject Shares. The Stockholder is the record and or beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares, free and clear of any Liens. The Stockholder does not ownclaims, of record or beneficiallyliens, any shares of capital stock of the Company other than the Subject Sharesencumbrances and security interests whatsoever. The Stockholder has the sole right to vote the Subject Shares, and none . None of the Subject Shares is subject to any voting trust or other agreementagreement (other than the Stockholders Agreement, among the parties hereto, of even date herewith (the "Stockholders Agreement")), arrangement or restriction with respect to the voting of the Subject Shares, except Shares as contemplated required by this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Chancellor Media Corp of Los Angeles), Voting Agreement (Amfm Inc)

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject SharesShares set forth opposite his, her or its name on Schedule A attached hereto, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject SharesShares set forth opposite his, her or its name on Schedule A attached hereto. The Stockholder has the sole right to vote the such Subject Shares, and except as contemplated by this Agreement, none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Stockholder Agreement (Vivendi), Stockholder Agreement (Mp3 Com Inc)

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject SharesShares set forth opposite its name on Schedule A attached hereto, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company Valeant other than the Subject SharesShares set forth opposite its name on Schedule A attached hereto. The Stockholder has the sole right to vote the such Subject Shares, and none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (BIOVAIL Corp), Voting Agreement (Valeant Pharmaceuticals International)

The Subject Shares. The Stockholder is the record and and/or ------------------- beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable valid title to, the Subject Shares, free and clear of any Liens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Support Agreement (Atria Communities Inc)

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares, free and clear of any LiensLiens (as defined in the Reorganization Agreement) whatsoever. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject SharesShares set forth opposite his name on Schedule A attached hereto. The Stockholder has the sole right to vote the such Subject Shares, and none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Support Agreement (Walt Disney Co/)

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The Subject Shares. The Such Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject SharesShares set forth opposite its name on Schedule A hereto, free and clear of any Liens. The Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the such Subject Shares. The Such Stockholder has the sole right to vote the such Subject Shares, and none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Tender Agreement (Exar Corp)

The Subject Shares. The Stockholder is the record and and/or beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares, free and clear of any LiensLiens other than restrictions on transfer under applicable state and federal securities laws. The As of the date hereof, the Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Virtusa Corp)

The Subject Shares. The Such Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the such Stockholder’s Subject Shares, free and clear of any LiensLiens other than restrictions on transfer under applicable state and federal securities Laws. The Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the his, her or its Subject Shares. The Such Stockholder has the sole right to vote the his, her or its Subject Shares, and none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement or the Merger Agreement.

Appears in 1 contract

Samples: Voting Agreement (SMTC Corp)

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares, free and clear of any LiensLiens other than restrictions on transfer under applicable state and federal securities laws. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Virtusa Corp)

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