Common use of The Subject Shares Clause in Contracts

The Subject Shares. Schedule A sets forth the number of Subject Shares over which the Shareholder has record or beneficial ownership as of the date hereof. As of the date hereof, the Shareholder is the record or beneficial owner of the Subject Shares denoted as being owned by the Shareholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A and the options to purchase Company Common Stock set forth on Schedule B attached hereto, if any, neither the Shareholder nor any Affiliate of the Shareholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. The Shareholder has good and valid title to the Subject Shares denoted as being owned by the Shareholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent the Shareholder from performing its, his or her obligations under this Agreement.

Appears in 7 contracts

Samples: Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.)

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The Subject Shares. Schedule A sets forth forth, opposite the Stockholder’s name, the number of Subject Shares over which the Shareholder such Stockholder has record or beneficial ownership as of the date hereof. As of the date hereof, the Shareholder Stockholder is the record or beneficial owner of the Subject Shares denoted as being owned by the Shareholder such Stockholder on Schedule A (or is trustee of a trust that is the record holder of and whose beneficiaries are the beneficial owners of such Subject Shares) and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A and the options to purchase Company Common Stock set forth on Schedule B attached hereto, if anyA, neither the Shareholder such Stockholder nor any Affiliate controlled affiliate of the Shareholder a Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. The Shareholder Such Stockholder has good and valid title to the Subject Shares denoted as being owned by the Shareholder such Stockholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent the Shareholder such Stockholder from performing its, his or her its obligations under this Agreement.

Appears in 4 contracts

Samples: Voting and Lock Up Agreement (Emerge Interactive Inc), Voting and Lock Up Agreement (Emerge Interactive Inc), Voting and Lock Up Agreement (Emerge Interactive Inc)

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The Subject Shares. Schedule A sets forth forth, opposite the Shareholder’s name, the number of Subject Shares over which the such Shareholder has record or beneficial ownership as of the date hereof. As of the date hereof, the Shareholder is the record or beneficial owner of the Subject Shares denoted as being owned by the such Shareholder on Schedule A (or is trustee of a trust that is the record holder of and whose beneficiaries are the beneficial owners of such Subject Shares) and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on such Schedule A and the options to purchase Company Common Stock set forth on Schedule B attached heretoA, if any, neither the such Shareholder nor any Affiliate controlled affiliate of the a Shareholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. The Such Shareholder has good and valid title to the Subject Shares denoted as being owned by the such Shareholder on Schedule A, free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A, or as would not prevent the such Shareholder from performing its, his or her its obligations under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (FMFG Ownership, Inc.)

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