Common use of Title to Shares Clause in Contracts

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 4 contracts

Samples: Exchange Agreement (K2 Inc), Exchange Agreement (K2 Inc), Exchange Agreement (K2 Inc)

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Title to Shares. The Except as set forth on SCHEDULE C, the Stockholder is the sole record and beneficial owner of the Owned Subject Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and or the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 4 contracts

Samples: Voting Agreement (Green Equity Investors Iii Lp), Voting Agreement (Green Equity Investors Iii Lp), Voting Agreement (Green Equity Investors Iii Lp)

Title to Shares. The Such Stockholder is the sole record and beneficial owner of the its Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and or the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunderas otherwise disclosed by such Stockholder to Parent.

Appears in 2 contracts

Samples: Secondary Voting Agreement (Newgen Results Corp), Primary Voting Agreement (Newgen Results Corp)

Title to Shares. The Stockholder is the sole record and beneficial owner of of, and has good and marketable title to, the Owned Shares, Shares free and clear of any lien, pledge, lien, security interest, mortgageencumbrance, trust, charge, claim, equity, optioncharge or other claim of third parties of any kind or nature, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 2 contracts

Samples: Support Agreement (General Electric Capital Corp), Support Agreement (General Electric Capital Corp)

Title to Shares. The Except as set forth on SCHEDULE 5(C), the Stockholder is the sole record and beneficial owner of the Owned Subject Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and or the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 2 contracts

Samples: Voting Agreement (Green Equity Investors Iii Lp), Voting Agreement (Interdent Inc)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his its obligations hereunder.

Appears in 2 contracts

Samples: Exchange Agreement (K2 Inc), Exchange Agreement (K2 Inc)

Title to Shares. The Such Stockholder is the sole record and beneficial owner of the Owned its Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Information Holdings Inc)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and or the Merger Agreement, or that would not conflict with this Agreement or prohibit as otherwise disclosed by Stockholder to the Stockholder’s performance of his obligations hereunderCompany.

Appears in 1 contract

Samples: Stockholder Voting Agreement (Planetcad Inc)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned its Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("ENCUMBRANCES"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Voting Agreement (Safeguard Scientifics Inc Et Al)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s 's performance of his its obligations hereunder.

Appears in 1 contract

Samples: Exchange Agreement (Brass Eagle Inc)

Title to Shares. The Such Stockholder is the sole record and beneficial owner of the Owned SharesShares set forth opposite such Stockholder's name on Exhibit A hereto, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (BDM International Inc /De)

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Title to Shares. The Except as set forth on Schedule B, the Stockholder is the sole record and beneficial owner of the Owned Subject Shares, free and clear of any pledge, lienLien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than restrictions imposed by the securities laws or pursuant to this Agreement and or the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Voting Agreement (Green Equity Investors Iii Lp)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned its Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, kind ("Encumbrances") other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Purchase Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Voting Agreement (Price Enterprises Inc)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholder Agreement (Em Industries Inc)

Title to Shares. The Such Stockholder is the sole record and beneficial owner of the its Owned Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("Encumbrances"), other than as set forth on Schedule 1.2 hereto and other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Cadence Design Systems Inc)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned its Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("ENCUMBRANCES"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholder's Agreement (Novell Inc)

Title to Shares. The Such Stockholder is the sole record and beneficial owner of the Owned SharesShares set forth opposite such Stockholder's name on EXHIBIT A hereto, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("ENCUMBRANCES"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Stockholders Agreement (Trans World Airlines Inc /New/)

Title to Shares. The Stockholder is the sole record and beneficial owner of the Owned its Shares, free and clear of any pledge, lien, security interest, mortgage, trust, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kindkind ("ENCUMBRANCES"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Stock Purchase Agreement, or that would not conflict with this Agreement or prohibit the Stockholder’s performance of his obligations hereunder.

Appears in 1 contract

Samples: Voting Agreement (Ribozyme Pharmaceuticals Inc)

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