No Setoff. To the knowledge of the Shareholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of Company, as applicable, to reduce the amount of the Shareholder Shares or affect the validity or enforceability of the Shareholder Shares.
Appears in 10 contracts
Samples: Support Agreement (American International Group Inc), Support Agreement (eTelecare Global Solutions, Inc.), Support Agreement (eTelecare Global Solutions, Inc.)
No Setoff. To the knowledge of the ShareholderStockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Stockholder's Shares or affect the validity or enforceability of the Shareholder Stockholder's Shares.
Appears in 6 contracts
Samples: Support Agreement (OCM Principal Opportunities Fund IV, LP), Support Agreement (OCM Principal Opportunities Fund IV, LP), Support Agreement (OCM Principal Opportunities Fund IV, LP)
No Setoff. To the knowledge of the ShareholderStockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Covered Shares or affect the validity or enforceability of the Shareholder Sharesthis Agreement.
Appears in 6 contracts
Samples: Voting Agreement (Churchill Downs Inc), Voting Agreement (Churchill Downs Inc), Voting Agreement (Churchill Downs Inc)
No Setoff. To the knowledge of the Shareholdersuch Stockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Covered Shares or affect the validity or enforceability of the Shareholder Covered Shares.
Appears in 3 contracts
Samples: Voting Agreement and Irrevocable Proxy (Seitz John N), Voting Agreement (West Corp), Voting Agreement (West Gary L)
No Setoff. To the knowledge of the ShareholderStockholders, as of the date hereof, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of Company, as applicable, any Person to reduce the amount of the Shareholder Owned Shares or affect the validity or enforceability of the Shareholder Owned Shares.
Appears in 3 contracts
Samples: Voting Agreement (Misys PLC), Voting Agreement (Eclipsys Corp), Voting Agreement (Allscripts-Misys Healthcare Solutions, Inc.)
No Setoff. To the knowledge of the such Shareholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Covered Shares or affect the validity or enforceability of the Shareholder Covered Shares.
Appears in 3 contracts
Samples: Support Agreement, Agreement and Plan of Merger (CDW Corp), Support Agreement (Madison Dearborn Partners LLC)
No Setoff. To the knowledge of the ShareholderStockholder, as of the date hereof, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of Company, as applicable, any Person to reduce the amount of the Shareholder Owned Shares or affect the validity or enforceability of the Shareholder Owned Shares.
Appears in 3 contracts
Samples: Voting Agreement (Allscripts-Misys Healthcare Solutions, Inc.), Voting Agreement (Allscripts-Misys Healthcare Solutions, Inc.), Voting Agreement (Eclipsys Corp)
No Setoff. To the knowledge of the ShareholderStockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Stockholder’s Shares or affect the validity or enforceability of the Shareholder Stockholder’s Shares.
Appears in 2 contracts
Samples: Support Agreement (Cyanco Holding Corp.), Support Agreement (Cyanco Holding Corp.)
No Setoff. To the knowledge of the ShareholderStockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of CompanyParent, as applicable, to reduce the amount of the Shareholder Covered Shares or affect the validity or enforceability of the Shareholder Covered Shares.
Appears in 2 contracts
Samples: Voting Agreement (Pulte Homes Inc/Mi/), Voting Agreement (Pulte Homes Inc/Mi/)
No Setoff. To Subject to the knowledge terms of the ShareholderCompany Warrants, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of (i) the Company, as applicableto the knowledge of such Stockholder, or (ii) such Stockholder, to reduce the amount of the Shareholder Shares Securities or affect the validity or enforceability of the Shareholder SharesSecurities.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambit Biosciences Corp), Tender Agreement (Ambit Biosciences Corp)
No Setoff. To the knowledge of the ShareholderStockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Shareholder Covered Shares or affect the validity or enforceability of the Shareholder Covered Shares.
Appears in 2 contracts
Samples: Voting Agreement (Pulte Homes Inc/Mi/), Voting Agreement (Pulte Homes Inc/Mi/)
