The Subject Shares. The Shareholder is the record and beneficial owner of, and has good and marketable title to, the Subject Shares, free and clear of any Encumbrances. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The Shareholder has the sole right to 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 for the Standstill Agreement and except as contemplated by this Agreement.
Appears in 6 contracts
Samples: Merger Agreement (Fred Meyer Inc), Shareholder Agreement (Quality Food Centers Inc), Shareholder Agreement (Quality Food Centers Inc)
The Subject Shares. The Shareholder is the record and beneficial owner of, of and has good and marketable title to, the Subject SharesShares set forth opposite his name on Schedule A attached hereto, free and clear of any EncumbrancesLiens. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company CDnow other than the Subject SharesShares set forth opposite his name on Schedule A attached hereto. The Shareholder has the sole right to vote, and the sole power of disposition with respect 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 or disposition of such Subject Shares, except for the Standstill Agreement and except as contemplated by this Agreement.
Appears in 3 contracts
Samples: Shareholder Agreement (Cdnow Inc/Pa), Shareholder Agreement (Time Warner Inc/), Shareholder Agreement (Time Warner Inc/)
The Subject Shares. The Such Shareholder is the record and beneficial owner of, and has good and marketable title to, the Subject Shares, free and clear Shares set forth by the name of any Encumbrances. The such Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares. The on Schedule A. Such Shareholder has the sole right to vote, and the sole power of disposition with respect to, vote such Subject Shares, and none of such Subject Shares is are not subject to any proxies, voting trust or other agreement, understanding, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except for the Standstill Agreement and except as contemplated by this AgreementAgreement and arising under Federal or state securities laws.
Appears in 2 contracts
Samples: Shareholder Voting Agreement (Ibasis Inc), Shareholder Voting Agreement (Ibasis Inc)
The Subject Shares. The Shareholder 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 Encumbrances. The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject SharesLiens. The Shareholder has the sole right to vote, and the sole power of disposition with respect 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 or disposition of such Subject Shares, except for the Standstill Agreement and except as contemplated by this the Principal Shareholder Agreement.
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