Gemstar Shares Clause Samples
Gemstar Shares. The Gemstar Shares are owned of record as of -------------- the date hereof by LUVSG free and clear of any Liens and Restrictions (other than Liens or Restrictions arising out of or pursuant to this Agreement, the Gemstar Stockholders' Agreement or Gemstar Rights Plan, any restrictions on transfer arising under the Securities Act and state securities laws, and any Liens and Restrictions that may exist with regard to the TV Guide Stockholders' Agreement). Upon consummation of the Transactions, NPAL will hold the Gemstar Shares, directly or indirectly, free and clear of any Liens and Restrictions (other than Liens or Restrictions arising out of or pursuant to the Gemstar Stockholders' Agreement or the Gemstar Rights Plan, any Restrictions created by TNCL or any of its Affiliates, and any restrictions on transfer arising under the Securities Act and state securities laws).
Gemstar Shares. The Gemstar Shares are owned of record as of the date hereof by LTVGIA free and clear of any Liens and Restrictions (other than (i) Liens or Restrictions arising out of or pursuant to this Agreement, the September Letter Agreement, the Gemstar Stockholders' Agreement, or Gemstar Rights Plan and (ii) any restrictions on transfer arising under the Securities Act or state securities laws). Upon consummation of the Merger, the Surviving Corporation will hold the Gemstar Shares, directly or indirectly, free and clear of any Liens and Restrictions (other than (i) Liens or Restrictions arising out of or pursuant to the Gemstar Stockholders' Agreement, the Gemstar Rights Plan or this Agreement, (ii) any Liens or Restrictions created by TNCL or any of its Affiliates and (iii) any restrictions on transfer arising under the Securities Act or state securities laws).