Common use of Ownership of Subject Shares Clause in Contracts

Ownership of Subject Shares. Stockholder is the record and beneficial owner of, and has good and valid title to, the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 7 contracts

Samples: Voting Agreement (Weyerhaeuser Co), Voting Agreement (Weyerhaeuser Co), Voting Agreement (Weyerhaeuser Co)

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Ownership of Subject Shares. As of the date hereof, the Stockholder represents and warrants that the Stockholder (a) is the record and beneficial owner of, of and has good and valid title to, the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote Vote or direct the Subject Shares, and none Voting of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction owned by the Stockholder with respect to the voting authorization and approval of the Merger Agreement and the terms thereof, and (b) does not beneficially own any shares of capital stock of the Company other than such Subject Shares, except as contemplated by this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (Quintana Maritime LTD), Voting Agreement (Quintana Maritime LTD), Voting Agreement (Quintana Maritime LTD)

Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of, and has good and valid title to, of the Subject SharesShares set forth beside its, his or her name on Exhibit A hereto, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than restriction on the right to vote such Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none None of the such Subject Shares is subject to any voting trust or other agreement, agreement or arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Diversa Corp), Stockholders Agreement (Diversa Corp)

Ownership of Subject Shares. Such Stockholder is the record and and/or beneficial owner of, (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and valid title to, the to all such Subject Shares, Shares free and clear of all any Liens, except for any Liens created by that may be imposed pursuant to this Agreement. Stockholder does not own, of record or beneficially, Agreement and any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreementrestrictions on transfer under applicable securities laws.

Appears in 2 contracts

Samples: Support Agreement (Dare Bioscience, Inc.), Support Agreement (Cerulean Pharma Inc.)

Ownership of Subject Shares. Stockholder represents and warrants that Stockholder (i) is the record and beneficial owner of, Beneficial Owner of and has good and valid title to, the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, which at the date hereof are free and none clear of any liens, claims, options, charges or other encumbrances (other than restrictions on transfer arising under state or federal securities laws or pursuant to this Agreement) and (ii) does not own, either Beneficially or of record, any shares of capital stock of the Subject Shares is subject to any voting trust or Company other agreement, arrangement or restriction with respect to the voting of than the Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Printcafe Software Inc), Agreement and Plan of Merger (Electronics for Imaging Inc)

Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of, and has good and valid title to, of the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of record or beneficially, any Parent Securities other than the Subject Shares) other than pursuant to the Stockholders’ Agreement. Stockholder has Except for the sole right to vote the Subject SharesStockholders’ Agreement, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction instrument with respect to the voting of the Subject Shares, except as contemplated by this Agreementsuch shares.

Appears in 2 contracts

Samples: Stockholder Agreement (Neiman Marcus Group Inc), Stockholder Agreement (Neiman Marcus, Inc.)

Ownership of Subject Shares. Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of, of and has good and valid title to, the sole right to Vote or direct the Voting of the Subject SharesShares with respect to the adoption and approval of the Merger Agreement and the terms thereof, which Subject Shares are free and clear of all Liensany liens, except for any Liens created by this Agreement. Stockholder claims, options, charges or other encumbrances and (b) does not own, either beneficially or of record or beneficiallyrecord, any Parent Securities shares of capital stock of Company other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Wellpoint Inc)

Ownership of Subject Shares. Stockholder is the record and beneficial owner of, and has good good, valid and valid marketable title to, the Subject SharesShares set forth opposite its name on Schedule I, free and clear of all Liensany liens, except for any Liens created warrants, options or other rights to purchase or acquire such Subject Shares other than those imposed by securities laws and by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole exclusive right to vote the Subject SharesShares set forth opposite its name on Schedule I, and none of the such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the such Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting and Conversion Agreement (Pxre Group LTD)

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Ownership of Subject Shares. Stockholder is the record and beneficial owner of, and has good and valid title to, (as defined in Rule 13d-3 under the Exchange Act) of Stockholder’s Subject Shares, free and clear of Shares as set forth on the signature page hereto. Such Subject Shares constitute all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is owned by Stockholder over which Stockholder has sole voting and disposition authority, beneficially or of record, as of the date hereof, subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Support Agreement (Vistra Corp.)

Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of, and has good and valid title to, of the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of record or beneficially, any Parent Securities other than the Subject Shares) other than pursuant to the Stockholders' Agreement. Stockholder has Except for the sole right to vote the Subject SharesStockholders' Agreement, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction instrument with respect to the voting of the Subject Shares, except as contemplated by this Agreementsuch shares.

Appears in 1 contract

Samples: Stockholder Agreement (TPG Advisors Iii Inc)

Ownership of Subject Shares. Such Stockholder is the record and beneficial owner ofof the Subject Shares set forth beside such Stockholder’s name on the signature page hereto, free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares), other than pursuant to this Agreement and such Stockholder has good and valid title to, the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the to such Subject Shares. Stockholder has the sole right to vote the Subject SharesExcept for this Agreement, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction instrument with respect to the voting of the Subject Shares, except as contemplated by this Agreementsuch shares.

Appears in 1 contract

Samples: Voting Agreement (Ecollege Com)

Ownership of Subject Shares. Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of, of and has good and valid title to, the sole right to Vote or direct the Voting of the Subject SharesShares with respect to the approval of the Merger Agreement and the terms thereof, which Subject Shares are free and clear of all Liens, except for any Liens created by this Agreement. Stockholder and (b) does not own, either beneficially or of record or beneficiallyrecord, any Parent Securities shares of capital stock of the Company other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting and Lockup Agreement (American Oil & Gas Inc)

Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of, and has good and valid title to, of the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of record or beneficially, any Parent Securities other than the Subject Shares) other than pursuant to the Stockholders' Agreement. Stockholder has Except for the sole right to vote the Subject SharesStockholders' Agreement, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction instrument with respect to the voting of the Subject Shares, except as contemplated by this Agreement.such shares. Section 2.4

Appears in 1 contract

Samples: Stockholder Agreement      agreement (Neiman Marcus Group Inc)

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