Common use of The Subject Shares Clause in Contracts

The Subject Shares. Stockholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares on Schedule A, free and clear of any claims, liens, encumbrances and security interests whatsoever. Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares on Schedule A. Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

Appears in 3 contracts

Samples: Stockholder Agreement (Bt Group PLC), Stockholder Agreement (Infonet Services Corp), Stockholder Agreement (Infonet Services Corp)

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The Subject Shares. Stockholder Shareholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares on Schedule A, free and clear of any claims, liens, encumbrances and security interests whatsoever. Stockholder Shareholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares on Schedule A. Stockholder Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

Appears in 3 contracts

Samples: Shareholder Agreement (General Electric Co), Shareholder Agreement (Idx Systems Corp), Shareholder Agreement (General Electric Co)

The Subject Shares. Stockholder Such Subject Shareholder is the record and beneficial owner of, or is trustee Beneficial Owner of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares on Schedule AShares, free and clear of any claims, liens, encumbrances and security interests whatsoeverLiens. Stockholder Such Subject Shareholder does not ownBeneficially Own, or own of record or beneficiallyrecord, any shares of capital stock equity securities of the Company or any of its Subsidiaries other than the Subject Shares on Schedule A. Stockholder and no Affiliate of such Subject Shareholder Beneficially Owns, or owns of record, any equity securities of the Company. Such Subject Shareholder has the sole right to vote such the Subject Shares, and none of such the Subject Shares is subject to any voting trust or other agreementContract, arrangement or restriction with respect to the voting of such the Subject Shares, except as contemplated by this Agreement or the Merger Agreement. Such Subject Shareholder has not appointed or granted any proxy or similar agreement inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.

Appears in 3 contracts

Samples: Voting Agreement (Sage Parent Company, Inc.), Voting Agreement (Sport Supply Group, Inc.), Execution Copy (Carlson Capital L P)

The Subject Shares. Stockholder The Shareholder is the record and beneficial owner of, of (or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of), and has good and marketable title to, the Subject Shares set forth opposite his name on Schedule AA hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Stockholder does not own, of record or beneficially, any shares of capital stock of the Company Liens (other than Liens created pursuant to the Subject Shares on Schedule A. Stockholder terms of this Agreement or arising under federal or state securities laws). The Shareholder has the sole right to vote such and Transfer (as defined below) the Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Subject Shares, except as contemplated by set forth in Section 3 of this Agreement.

Appears in 2 contracts

Samples: Shareholders Agreement (Verasun Energy Corp), Shareholders Agreement (US BioEnergy CORP)

The Subject Shares. Stockholder Such Shareholder is the record and beneficial owner of, of (or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of), and has good and marketable title to, the Subject Shares set forth opposite its name on Schedule AA hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Stockholder does not own, of record or beneficially, any shares of capital stock of the Company Liens (other than Liens created pursuant to the Subject Shares on Schedule A. Stockholder terms of this Agreement or arising under federal or state securities laws). Such Shareholder has the sole right to vote such and Transfer (as defined below) the Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Subject Shares, except as contemplated by set forth in Section 3 of this Agreement.

Appears in 2 contracts

Samples: Shareholders Agreement (US BioEnergy CORP), Shareholders Agreement (Verasun Energy Corp)

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The Subject Shares. The Stockholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite his or its name on Schedule AA attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverEncumbrances. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company Parent other than the Subject Shares set forth opposite his or its name on Schedule A. A attached hereto. The Stockholder has the sole right to vote vote, and the sole power of disposition with respect to, such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or disposition of such Subject Shares, except as contemplated by this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Yucaipa Companies), Voting Agreement (Quality Food Centers Inc)

The Subject Shares. Stockholder The Shareholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite his name on Schedule AA attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. Stockholder The Shareholder does not own, of record or beneficially, any shares of capital stock of the Company Zytec other than the Subject Shares set forth opposite his or its name on Schedule A. Stockholder A attached hereto. The Shareholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Computer Products Inc)

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