Ownership of Capital Stock of the Company. Such Shareholder or such Optionholder, as the case may be, is the lawful record owner of the number of Shares or the Options, as applicable, set forth opposite his or its name on the attached SHAREHOLDERS SCHEDULE or OPTIONHOLDERS SCHEDULE, as the case may be, free and clear of all claims, pledges, security interests, liens, charges, encumbrances, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind, and such Shareholder or such Optionholder, as the case may be, has full legal power and all authorization required by law to transfer and deliver the Shares or the Options, as applicable, set forth on the attached SHAREHOLDERS SCHEDULE or the OPTIONHOLDERS SCHEDULE, as the case may be, owned by such Person in accordance with this Agreement. On the Closing Date, such Shareholder will be the lawful record owner of the number of Shares set forth opposite such Person's name on the attached SHAREHOLDERS SCHEDULE and such Shareholder (other than Vinyl) shall validly convey and transfer to Buyer good title to such Shares, and such Optionholder will be the lawful record owner of the Options set forth opposite such Person's name on the attached OPTIONHOLDERS SCHEDULE and shall validly convey and transfer to Buyer such Options, in either case free and clear of all claims, pledges, security interests, liens, charges, encumbrances, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind, other than applicable federal and state securities law restrictions. Such Shareholder or such Optionholder, as the case may be, does not and, on the Closing Date, will not, own any capital stock or any options to acquire capital stock of the Company except as set forth on the attached SHAREHOLDERS SCHEDULE or OPTIONHOLDERS SCHEDULE. Except as set forth on the attached CAPITAL STOCK SCHEDULE, such Shareholder and such Optionholder, as the case may be, is not, and on the Closing Date, will not be, a party to or bound by any contract which grants to any Person an option or right of first refusal or other right of any character to acquire at any time, or upon the happening of any stated events, shares of capital stock or other securities of the Company whether or not presently issued and outstanding. Such Shareholder and such Optionholder is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code and Treasury Regulation Section 1.445-2(b)(2)(i). There is no pending action or proceeding tha...
Ownership of Capital Stock of the Company. The Purchasers do not beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) any securities of the Company. No Purchaser shall acquire beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any security of the Company prior to the Closing. For purposes of this Section 3.07 only, neither the execution, delivery or performance of this Agreement nor the execution, delivery or performance of the Voting Agreement (as hereinafter defined) shall be deemed to give rise to any beneficial ownership of securities by the Purchasers.
Ownership of Capital Stock of the Company. As of the date hereof and prior to giving effect to the transactions contemplated under this Agreement, the Purchasers do not in the aggregate, own of record or beneficially including by virtue of membership in a "group" for purposes of Section 13(d) of the Exchange Act (i) a number of shares of Common Stock which exceeds 1% of the outstanding shares of Common Stock on the date hereof; (ii) any shares of the Company's Class B Stock; or (iii) any debt securities issued by the Company. The Purchasers shall not acquire or dispose of any shares of Common Stock or Class B Stock or any debt securities issued by the Company (i) before the Closing and (ii) thereafter, except in the case of clause (ii), in compliance with the terms of the Standstill Agreement.
Ownership of Capital Stock of the Company. The Shareholder owns the number of shares of stock of the Company set forth opposite such Shareholder's name on Schedule 4(a). The Shareholder has good, marketable and unencumbered title to such shares, free and clear of all liens, security interests, pledges, claims, options and rights of others (collectively, "Stock Rights"). There are no restrictions on the Shareholder's right to transfer such shares to the Buyer pursuant to this Agreement.
Ownership of Capital Stock of the Company. As of the date of this Agreement and prior to consummation of the Offer, none of Parent or Merger Sub or any of their respective Affiliates or Associates (i) owns or will own of record or beneficially, directly or indirectly (within the meaning of the general rules and regulations promulgated under the Exchange Act), or (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in the case of either clause (i) or (ii), shares of capital stock of the Company which exceed two percent (2%) of the Company Common Stock, other than shares to be sold to Merger Sub pursuant to the Stock Purchase Agreement.
Ownership of Capital Stock of the Company. The Series A ----------------------------------------- Warrants, the Series B Warrants, the Series C Preferred Stock and the Notes, in each case as described and set forth in the recitals to this Agreement, represent all of the Capital Stock of the Company owned by any Xxxxxxx Entity (or any Affiliate thereof) as of the date hereof and without giving effect to the transactions contemplated hereby, and the Xxxxxxx Entities collectively represent each and every Affiliate of JH Life owning any shares of Capital Stock of the Company.
Ownership of Capital Stock of the Company. The authorized capital stock of the Company consists of 100 shares of Common Stock, no par value, 100 shares of which are outstanding. The Shares have been validly issued and are fully paid and non-assessable. The Shares are owned by Seller free and clear of all Liens and on the Closing Date will be transferred to Purchaser free and clear of all Liens. The Shares constitute all of the issued and outstanding capital stock of the Company. There are no preemptive or similar rights on the part of any holder of any class of securities of the Company. There are no outstanding securities of the Company convertible into capital stock and no options, warrants or other agreements or commitments obligating the Company to issue any additional shares of its capital stock or any securities convertible into or exchangeable for shares of its capital stock.
Ownership of Capital Stock of the Company. American Express will at all times own, directly or through one or more wholly-owned Subsidiaries, 100% of the Common Stock of the Company. If at any time or times the Company shall have outstanding any shares of capital stock other than Common Stock having ordinary voting rights, American Express will also at all times own, directly or through one or more wholly-owned Subsidiaries, shares representing not less than 80% of the total combined voting power of all shares of the Company having ordinary voting rights. In the event of any breach of either or both of the aforesaid covenants, the Company shall forthwith and, in any event, within ten days furnish the Trustee for the Securities of every series an Officer’s Certificate advising it of such development.
Ownership of Capital Stock of the Company. The -------------------------------------------- Shareholders together in the aggregate own at least a majority of the outstanding shares of the capital stock of each class of the Company eligible to vote on the adoption of this Agreement and the approval of the Merger, and have the power and authority to cause the redemption of all of the PIK Notes and Preferred Stock.
Ownership of Capital Stock of the Company. The Seller has good and valid title the TWT Stock free and clear of any and all liens, encumbrances, claims, charges and assessments and subject to no options, agreements or restrictions with respect to voting or transferability. The TWT Stock when transferred to the Purchaser will be duly authorized, issued and non-assessable.
