Equity Ownership. All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.
Equity Ownership. In the event of the termination of Employee’s employment pursuant to Section 5(c), Employer may, at its sole option, for a period of ninety (90) days after the date of termination of Employee’s employment, elect to acquire all or any portion of Employee’s equity ownership in Employer. Upon Employer’s notice of election to acquire Employee’s equity interest in Employer, the Board may elect to either (i) determine in good faith the fair market value of the Employer’s equity interests, or (ii) commission an independent valuation of Employer’s equity interests, which valuation shall in either case be as of the date Employer provides written notice to Employee of its election, and shall determine the value on which the repurchase of Employee’s equity interest will be based. The repurchase price shall be paid in one lump sum and shall be promptly paid to Employee following the completion of the valuation or determination, but in no event later than sixty (60) days following Employee’s receipt of Employer’s election notice. In the event of termination of Employee’s employment pursuant to Sections 5(a) or 5(b), Employer shall be required to purchase, in one lump sum, all of Employee’s equity ownership in Employer within sixty (60) days of termination. The fair market value of the repurchased equity interest shall be determined based on the procedures described in this Section 5(g), and the valuation date shall be the date of termination. The provisions of this Section 5(g) shall not be applicable during the time periods that the Company’s common shares are either (i) listed on any established stock exchange (including without limitation Nasdaq or the New York Stock Exchange) or (ii) are quoted on the OTC Bulletin Board.
Equity Ownership. The Borrower is owned, directly or indirectly, one hundred percent (100%) by the Guarantor;
Equity Ownership. All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the date hereof, except as set forth on Schedule 7.6 hereto, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.
Equity Ownership. All issued and outstanding Capital Securities of the Borrower are duly authorized and validly issued, fully paid by the corporate officers executing this Agreement, non-assessable, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Control Group owns and controls the Borrower.
Equity Ownership each of the Borrowers is a wholly owned subsidiary of the Guarantor;
Equity Ownership. All issued and outstanding Capital Securities of the Broker/Dealer are duly authorized and validly issued, fully paid, non-assessable and free and clear of all Liens (other than Permitted Liens), and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The ownership of the Capital Securities of Broker/Dealer, Holdings LP, Operating LLC and Parent and types of Capital Securities are set forth on Schedule 5(e). As of the date hereof, other than as set forth on Schedule 5(e), there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Broker/Dealer or other Obligor.
Equity Ownership. (a) The Seller is the record and beneficial owner of one hundred percent (100%) of the Acquired Company Interests, free and clear of any Liens.
Equity Ownership. (i) Alter owns, beneficially and of record, and has good title to 318,961 OP Units and 100 shares of Lessee Stock (provided that upon the effect of the Recapitalization, Alter shall own, beneficially and of record and shall have good title to, 800 shares of Lessee Class A Voting Stock and 800 shares of Lessee Class B Non-Voting Stock); (ii) Alter Investment Group owns, beneficially and of record, and has good title to 99,251 OP Units; and (ii) Riverside owns, beneficially and of record, and has good title to 80,000 OP Units, in each case free and clear of any Liens (other than the Lien set forth on Schedule 3.2(g) (the "Xxxxx Fargo Lien"), which shall be released at or prior to Closing, and the Lien in favor of Sunstone OP created pursuant to the Agreement set forth on Schedule 3.2(h)), agreements or limitations on voting rights of any nature whatsoever other than restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities and "Blue Sky" laws and, with respect to OP Units, the Partnership Agreement.
Equity Ownership. The parties acknowledge that Xxxxxx'x obligation to purchase $100,000.00 worth of common stock or debentures of World has been satisfied and discharged.
