Common use of Title to Shares Clause in Contracts

Title to Shares. The Stockholder is the record and beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than pursuant to this Agreement and the Proxy. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and beneficial owner of Beneficial Owner of, and has good and marketable title to, the Shares free and clear of all encumbrancesany lien, proxies pledge, security interest, encumbrance, charge or other claim of third parties of any kind or nature, proxy, voting restrictions restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement and the Proxy. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder Except for the Existing Liens, the Shareholder is the record and or beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than pursuant to this Agreement and the Proxy. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder Shareholder on the date of this Agreement.

Title to Shares. The As of the date of this Agreement, the Stockholder is the record and or beneficial owner of the Shares free and clear of all liens, encumbrances, claims, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Common Stock and Series B Preferred Stock, including the options, warrants or other rights to acquire such stock, set forth on the signature page heretoExhibit A or Exhibit B (as applicable) to this Agreement, are all of the securities of the Company SendTec owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and or --------------- beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than that would prevent the Stockholder from satisfying its obligations pursuant to this Agreement and the ProxyAgreement. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, Shares are all the securities of the Company owned, directly or indirectly, owned of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder As of the date of this Agreement, Shareholder is the record and or beneficial owner of the Shares free and clear of all liens, encumbrances, claims, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Common StockStock and Series A Preferred, including the options, warrants or other rights to acquire such stock, set forth on the signature page Exhibit A hereto, are all of the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder Shareholder on the date of this Agreement.

Title to Shares. The Each Stockholder is the record and beneficial owner of the Shares and owns the Shares free and clear of all encumbrancesliens, proxies claims, charges, options or encumbrances or other rights of third parties of any kind or any proxy or voting restrictions restriction other than that granted pursuant to this Agreement and the Proxy. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Such Stockholder is the record and or beneficial owner of the its Shares free and clear of all encumbrancessecurity interests, proxies liens, claims, pledges, options, rights of first refusal, agreements, proxy or voting restrictions restrictions, charges and other than pursuant to this Agreement encumbrances of any nature whatsoever, except as provided for herein and the Proxy. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially as contemplated by the Merger Agreement, and, with respect to any Shares held by a Stockholder on as trustee for the date benefit of this Agreement.any other person, except for the rights of all beneficiaries under such trusts,

Title to Shares. The Stockholder is the record and or beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than that would prevent the Stockholder from satisfying its obligations pursuant to this Agreement and the ProxyAgreement. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, Shares are all the securities of the Company owned, directly or indirectly, owned of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and or beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and or beneficial owner of the Shares free and clear of all encumbrances, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Parent Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially Beneficially Owned by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is Stockholders are the record and beneficial owner --------------- owners of the Shares free and clear of all encumbrances, proxies or voting restrictions other than pursuant to this Agreement and the Proxy. The outstanding shares of Company Common Stock, including optionsfree and clear of any liens, warrants encumbrances, security interests, restrictions or other rights claims whatsoever, with full power and authority to acquire convey such stock, set forth on shares in accordance with the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date terms of this Agreement.

Title to Shares. The Stockholder is the sole record and beneficial owner of the Shares shares of Company Common Stock set forth opposite Stockholder's name on Exhibit A hereto, subject to Trustee's interest therein pursuant to the Trust Agreement, free and clear of all encumbrancesany pledge, proxies or lien, security interest, mortgage, claim, proxy, voting restrictions other than pursuant to this Agreement and the Proxy. The shares of Company Common Stock, including options, warrants restriction or other rights to acquire such stockvoting trust, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.agreement,

Title to Shares. The As of the date of this Agreement, Stockholder is the record and or beneficial owner of the Shares free and clear of all liens, encumbrances, claims, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Parent Common Stock, including the options, warrants or other rights to acquire such stock, set forth on the signature page EXHIBIT A hereto, are all of the securities of the Company Parent owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and beneficial owner of the Shares. None of the Shares free and clear of all encumbrancesis subject to any option, proxies or preferential right to purchase, shareholders agreement, investor rights agreement, voting restrictions other than pursuant to this Agreement and the Proxy. The shares of Company Common Stocktrust agreement, including options, warrants proxy or other contract, agreement, commitment or understanding restricting or otherwise relating to the rights to acquire such stockor interests associated with the Shares, set forth on including, without limitation, the signature page heretovoting, are all the securities dividend rights, assignment, transfer or disposition of any of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this AgreementShares.

Title to Shares. The Such Stockholder is the record and or --------------- beneficial owner of the its Shares free and clear of all encumbrances, proxies any proxy or voting restrictions restriction other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, Such Shares are all the securities of the Company owned, directly or indirectly, owned of record or beneficially by the such Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and or beneficial owner of the Shares free and clear of all encumbrances, encumbrances proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Parent Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder Each of the Stockholders is the record and beneficial owner of of, and has good and marketable title to, the Shares, and such Shares owned by it is owned free and clear of all encumbrancesany Liens whatsoever, proxies including, without limitation, claims or rights under any voting restrictions other than pursuant to this Agreement and the Proxy. The shares of Company Common Stocktrust agreements, including options, warrants shareholder agreements or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreementagreements.

Title to Shares. The Stockholder is the holder of record and beneficial owner owns beneficially all of the Shares Company Shares, free and clear of all encumbrancesliens, proxies or voting restrictions security interests, encumbrances and restrictions, other than pursuant restrictions contemplated by this Agreement. Stockholder is not a party to this Agreement and the Proxy. The shares of Company Common Stockany voting trust, including options, warrants proxy or other rights agreement with respect to acquire such stock, set forth on the signature page hereto, are all the securities voting of the any of his Company owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this AgreementShares.

Title to Shares. The Stockholder is the record and or beneficial owner of the Shares free and clear of all liens, encumbrances, claims, proxies or voting restrictions other than pursuant to this Agreement and the ProxyAgreement. The shares of Company Parent Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, are all the securities of the Company Parent owned, directly or indirectly, of record or beneficially by the Stockholder on the date of this Agreement.

Title to Shares. The Stockholder is the record and registered or beneficial owner of the its Shares free and clear of all encumbrancesany lien or encumbrance, proxies proxy or voting restrictions restriction other than pursuant to this Agreement and the ProxyStockholder Agreement, dated as of June 25, 1998, by and among the Company, the Stockholder and Electronics Industries Co., Ltd., as amended by Amendment No. The shares 1 to Stockholder Agreement dated as of Company Common Stock, including options, warrants or other rights to acquire such stock, set forth on the signature page hereto, even date herewith. Such Shares are all the securities of the Company owned, directly or indirectly, owned of record or beneficially by the Stockholder on the date of this Agreement.