Owners of Shares. As of the date of this Agreement, such Selling Stockholder is the holder of record and owns beneficially that number of shares of Common Stock, Warrants, Management Contingent Rights, Berkshire Contingent Rights or Series A Preferred Stock and, as of the Closing Date, will be the holder of record and will own beneficially that number of shares of Common Stock, Warrants, Management Contingent Shares, Berkshire Contingent Shares or Series A Preferred Stock, as provided on and subject to adjustment pursuant to Schedule I hereto, free and clear of all Liens other than Securities Laws Restrictions. At the Closing, Buyer will receive good and valid title to the Shares and/or Series A Preferred Shares owned by such Selling Stockholder free and clear of all Liens except for the Securities Laws Restrictions and any Liens created by or through Buyer or any Affiliate thereof.
Owners of Shares. As of the date of this Agreement, such ---------------- Shareholder is (i) the holder of record and owns beneficially that number of Company Common Shares as set forth opposite such Shareholder's name on Schedule -------- A hereto, free and clear of all Liens and (ii) a resident of the country and, if - such Shareholder is a resident of Canada, the province set forth opposite such Shareholder's name on Schedule 8.9 hereto. MCH is receiving good and valid title ------------ to the Company Common Shares owned by such Shareholder, free and clear of all Liens. In addition, no person has any agreement or option or any right capable of becoming an agreement for the purchase of the Company Common Shares owned by such Shareholder. There is not pending any suit, action or other legal proceeding of any sort to, in any manner, restrain or prevent such Shareholder from effectually and legally transferring the Company Common Shares owned by such Shareholder to MCH, free and clear of all claims, Liens, security interests and encumbrances of any nature or kind, or any action or proceeding, the effect of which would be to cause a Lien, security interest or encumbrance of any nature or kind to attach to any of such Company Common Shares or to divest title to or ownership of any of such Company Common Shares in any manner whatsoever, or to make MCH, the Company, such Shareholder or any of them liable for damages as a result of the execution and delivery of this Agreement by such Shareholder or the completion by such Shareholder of the transactions contemplated herein and such Shareholder knows of no such claim in connection with any of the foregoing.
Owners of Shares. Each of the Trustees in relation to the Trust (with the intention of binding not only themselves but also their respective successors and assignees) hereby severally warrants to the Purchaser that they or their nominees are the legal owners of the Shares shown in Schedule 5, Part 1 as being held by them and those Shares will at Completion be transferred free from all pledges, liens, charges, equities, encumbrances rights of pre-emption or interests in favour of any other person, body or authority and they will have power to transfer the full legal and beneficial interest in the Shares to the Purchaser.
Owners of Shares. As of the date hereof, such Selling Stockholder is the holder of record and owns beneficially that number of shares of Common Stock and, as of the Closing Date, will be the holder of record and will own beneficially that number of shares of Common Stock, set forth opposite her or its name on Schedule I hereto, free and clear of all Liens, other than those Liens listed on Schedule 3.2(a) which shall be released on the Closing Date. At the Closing, such Selling Stockholder will transfer to Buyer good and valid title to the Shares owned by such Selling Stockholder free and clear of all Liens.
Owners of Shares. 37 6.02 Authority Relative to This Agreement ................................. 37 6.03 No Conflict; Required Filings and Consents ........................... 37 6.04 Absence of Litigation ................................................ 38 6.05 Brokers .............................................................. 38
Owners of Shares. Except as disclosed on SCHEDULE I hereto, such Shareholder is the holder of record of, and beneficially owns, the number of shares of Common Stock set forth opposite such Shareholder's name on SCHEDULE I hereto, free and clear of any Liens.
Owners of Shares. The Company shall be entitled to treat the person registered in the Register of Shareholders as the holder of any share, as the absolute owner thereof (a “Registered Holder”) and shall not, except as ordered by a court of competent jurisdiction, or as required by the Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.
Owners of Shares. As of the date of this Agreement, each Seller is the holder of record and owns beneficially that number of shares of Common Stock and/or Class B Preferred Stock of the Company as set forth opposite each Seller's name on Exhibit B, and, as of the Closing Date, will be the holder of record and will own beneficially such number of shares of such capital stock (collectively, the "Seller's Company Capital Stock"), in each case free and clear of any Liens. Each Seller does not have, and will not have, the right to acquire, any capital stock or other ownership interest in the Company, except pursuant to Outstanding Options.
