Valid Title. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 11 contracts
Samples: Voting Agreement (Brooks Automation Inc), Voting Agreement (Brooks Automation Inc), Voting Agreement (Brooks Automation Inc)
Valid Title. Such Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are such Stockholder's Shares with no restrictions on such Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect pertaining thereto, except for any such restrictions contemplated herein. None Except as may be the case under the arrangements referenced in the footnotes at the end of the Owned this Agreement, none of such Stockholder's Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 3 contracts
Samples: Stockholder Agreement (Comptek Research Inc/Ny), Stockholder Agreement (Computer Associates International Inc), Stockholder Agreement (Sterling Software Inc)
Valid Title. Such Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are such Stockholder's Shares with no restrictions on such Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect pertaining thereto. At any Closing, such Stockholder will convey good and valid title to such Stockholder's Shares being purchased free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Owned such Stockholder's Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 2 contracts
Samples: Stock Option Agreement (Computer Management Sciences Inc), Stock Option Agreement (Computer Associates International Inc)
Valid Title. The Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are Shares purported to be owned by the Stockholder with no restrictions on Stockholder's his voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect pertaining thereto. At any Closing, the Stockholder will convey good and valid title to the Shares being purchased free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 2 contracts
Samples: Stockholder Option Agreement (Computational Systems Inc), Stockholder Option Agreement (Emerson Electric Co)
Valid Title. Such Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are such Stockholder's Shares with no restrictions on such Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect pertaining thereto, other than restrictions imposed under applicable securities laws. None of the Owned such Stockholder's Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 2 contracts
Samples: Stockholders' Agreement (Eg&g Inc), Stockholders' Agreement (Franklin Martin E)
Valid Title. Such Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are such Stockholder's Shares with no restrictions on such Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect pertaining thereto. At any Closing, such Stockholder will convey good and valid title to such Stockholder's Shares being purchased free and clear of any and all claims, liens, charges, encumbrances and security interests. None of the Owned such Stockholder's Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto.
Appears in 1 contract
Samples: Stockholder Agreement (Eg&g Inc)