Common use of Company Shares Clause in Contracts

Company Shares. Such Seller holds of record and owns beneficially the number of the Company Shares as set forth on Schedule 4.3 free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, Contracts, commitments, equities, claims, demands and defects. Such Seller is not a party to any option, warrant, purchase right, or other Contract or commitment (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any capital stock of Company. Such Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (American Tire Distributors Holdings, Inc.)

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Company Shares. Such The Seller holds of record and owns beneficially the number of the Company Shares as set forth on Schedule 4.3 in Section 4(b) below, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxestaxes, LiensSecurity Interests, options, warrants, purchase rights, Contractscontracts, or commitments, equities, claims, demands and defects. Such Neither Seller Entity is not a party to any option, warrant, purchase right, or other Contract contract or commitment (other than this Agreement) that could require such the Seller to sell, transfer transfer, or otherwise dispose of any capital stock of Companythe Company (other than this Agreement). Such Neither Seller Entity is not a party to any voting trust, proxy proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)

Company Shares. Such The Seller holds of record and owns beneficially the number 4,332,318 Company Shares, which constitute all of the Company Shares as set forth on Schedule 4.3 shares in the capital of the Company, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state applicable securities laws), Taxes, LiensSecurity Interests, options, warrants, purchase rights, Contractscontracts, commitments, equities, claims, demands and defectsdemands. Such The Seller is not a party to any option, warrant, purchase right, or other Contract contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any Company Shares (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any capital stock of Company). Such The Seller is not a party to any voting trust, proxy proxy, or other agreement or understanding with respect to the voting of any capital stock of CompanyCompany Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (BPO Management Services, Inc.)

Company Shares. Such Seller Each of Sellers holds of record and owns beneficially the number of the Company Shares as set forth next to his name on Schedule 4.3 5.2.1 attached hereto, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities lawsAct), Taxes, LiensEncumbrances, options, warrants, purchase rights, Contractscontracts, commitments, equities, claims, demands and defectsdemands. Such Seller Each of Sellers is not a party to any option, warrant, purchase right, or other Contract contract or commitment (other than this Agreement) that could require such Seller him to sell, transfer transfer, or otherwise dispose of any capital stock of CompanyCompany (other than this Agreement). Such Seller Each of Sellers is not a party to any voting trust, proxy proxy, or other agreement or understanding with respect to the voting of any capital stock of Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Childrens Comprehensive Services Inc)

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Company Shares. Such Seller holds Sellers hold of record and owns own beneficially the number of the Company Shares as set forth on in Schedule 4.3 3.1(h), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended, and state securities laws), Taxes, Liens, options, warrants, purchase rights, Contracts, commitmentsCommitments, equities, claims, demands and defectsdemands. Such Seller is Sellers are not a party to any option, warrant, purchase right, or other Contract or commitment (other than this Agreement) that could require such Seller them to sell, transfer or otherwise dispose of any capital stock of the Company. Such Seller is Sellers are not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Claims Evaluation Inc)

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