The Subject Shares. Shareholder is the record and beneficial owner of, or is 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 on Schedule A, free and clear of any claims, liens, encumbrances and security interests whatsoever. Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares on Schedule A. Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.
Appears in 3 contracts
Samples: Shareholder Agreement (Idx Systems Corp), Shareholder Agreement (General Electric Co), Shareholder Agreement (General Electric Co)
The Subject Shares. Shareholder Stockholder is the record and beneficial owner of, or is 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 on Schedule A, free and clear of any claims, liens, encumbrances and security interests whatsoever. Shareholder Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares on Schedule A. Shareholder Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.
Appears in 3 contracts
Samples: Stockholder Agreement (Infonet Services Corp), Stockholder Agreement (Infonet Services Corp), Stockholder Agreement (Bt Group PLC)
The Subject Shares. Shareholder The Stockholder is the record and beneficial owner of, or is 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 set forth opposite his or its name on Schedule AA attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverEncumbrances. Shareholder The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company Parent other than the Subject Shares set forth opposite his or its name on Schedule A. Shareholder A attached hereto. The Stockholder has the sole right to vote vote, and the sole power of disposition with respect to, such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except as contemplated by this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Yucaipa Companies), Voting Agreement (Quality Food Centers Inc)
The Subject Shares. The Shareholder is the record and beneficial owner of, or is 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 set forth opposite his, her or its name on Schedule AA attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverLiens. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite his, her or its name on Schedule A. A attached hereto. The Shareholder has the sole right to vote such Subject SharesShares (except to the extent that such Subject Shares are issuable upon the exercise of options or Warrants that have not been exercised by such Shareholder), and and, except as contemplated by this Agreement, none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (International Speedway Corp), Shareholder Agreement (Action Performance Companies Inc)
The Subject Shares. The Shareholder is the record and beneficial owner of, 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 set forth opposite his name on Schedule AA hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Shareholder does not own, of record or beneficially, any shares of capital stock of the Company Liens (other than Liens created pursuant to the Subject Shares on Schedule A. terms of this Agreement or arising under federal or state securities laws). The Shareholder has the sole right to vote such and Transfer (as defined below) the Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Subject Shares, except as contemplated by set forth in Section 3 of this Agreement.
Appears in 2 contracts
Samples: Shareholders Agreement (Verasun Energy Corp), Shareholders Agreement (US BioEnergy CORP)
The Subject Shares. Such Shareholder is the record and beneficial owner of, 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 set forth opposite its name on Schedule AA hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Shareholder does not own, of record or beneficially, any shares of capital stock of the Company Liens (other than Liens created pursuant to the Subject Shares on Schedule A. terms of this Agreement or arising under federal or state securities laws). Such Shareholder has the sole right to vote such and Transfer (as defined below) the Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Subject Shares, except as contemplated by set forth in Section 3 of this Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (US BioEnergy CORP), Shareholders Agreement (Verasun Energy Corp)
The Subject Shares. The Shareholder is the record and beneficial owner of, or is 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 set forth opposite his name on Schedule AA attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company Zytec other than the Subject Shares set forth opposite his or its name on Schedule A. A attached hereto. The Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.
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