Common use of Key Holders Clause in Contracts

Key Holders. Each Key Holder represents and warrants to the Investors and the Company that (i) such Key Holder is the sole owner of its Stockholder Shares, (ii) such Key Holder owns its Stockholder Shares free and clear of liens or encumbrances that would restrict such Key Holder from voting its Stockholder Shares in accordance with this Agreement, and has not, at any time on or prior to the Effective Date, executed or delivered any proxy or entered into any other voting agreement or similar arrangement with respect to its Stockholder Shares other than one which has expired or terminated prior to the Effective Date, (iii) such Key Holder has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Key Holder enforceable in accordance with its terms and (iv) during the term of this Agreement such Key Holder will not (A) enter into any other voting agreement with respect to such Key Holder’s Stockholder Shares or (B) grant any proxy with respect to those Stockholder Shares.