Representations Regarding the Stock. As of the date of this Agreement, Parent legally and equitably owns 506,301 shares of common stock of e-Cognita and 2,640,309 shares of Series X Subordinated Convertible Preferred Stock of e-Cognita, together representing 36.46% of the capital stock of e-Cognita. Except as set forth on the attached Schedule 4.23(a), Parent has good title to such stock, free and clear of all Encumbrances and Parent is not subject to any restriction pursuant to any agreement that would prevent Parent from selling such stock to Buyer. At the Closing Date, Parent will be the legal and equitable owner, with good title, of all of such stock, free and clear of all Encumbrances. Set forth on Schedule 4.23(b) is a full listing, certified by the President and Chairman of e-Cognita, of all holders of common stock, preferred stock, options, warrants or other similar instruments evidencing ownership interests in e-Cognita. To the knowledge of Parent and Sellers, such listing is complete and accurate and shows the names, number of shares or other instruments held by, and the respective percentage ownership interests of, each holder of an interest in e-Cognita as of the date of this Agreement and as adjusted for any event (including without limitation, additional venture capital funding) reasonably expected to take place after the date of this Agreement.
Representations Regarding the Stock. The Pledgor ----------------------------------- represents and warrants that on the date hereof and on each day on which Pledgor acquires rights in any additional Collateral constituting Stock:
