Ownership of Equity Securities Sample Clauses

Ownership of Equity Securities. Except as has been disclosed to Parent in writing prior to the date of this Agreement, neither such Investor nor any of its Affiliates (i) beneficially owns any Equity Securities of Parent or (ii) holds any rights to acquire any Equity Securities of Parent except pursuant to the Merger Agreement or other Transaction Agreements (as defined in the Merger Agreement).

Ownership of Equity Securities. Each Shareholder is the sole record owner and a Beneficial Owner of the Company Equity Securities listed beside such Shareholder’s name on the Schedule of Members attached to the Company LLC Agreement and as of the Closing Date, such Equity Securities are the only securities of the Company and any of its subsidiaries held of record or beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by such Shareholder.

Ownership of Equity Securities. Schedule 7.01-C attached hereto and made a part hereof (i) contains a diagram indicating the corporate structure of the U.S. Borrower, its Subsidiaries and any other Person in which either Borrower or any of its Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of each Borrower and each of its Subsidiaries and the owners of such shares or interests. Except as set forth on Schedule 7.01-C, none of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities. The outstanding equity Securities of the U.S. Borrower and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents and are not Margin Stock.

Ownership of Equity Securities. As of the date hereof, other than the Shares and Warrants set out under the heading “Existing Securities” in Schedule A of the Support Agreement, none of the Parent Parties, the Rollover Securityholders and the other Buyer Group Parties and to the Knowledge of HoldCo, the respective Affiliates of the foregoing persons, beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or Warrants or any other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company or any option, warrants or other rights to acquire or vote any Shares or securities of the Company, or to acquire any other economic interest (through derivative securities or otherwise) in the Company.

Ownership of Equity Securities. It owns, of record and beneficially, good and valid title to the Equity Securities set forth next to its name on Schedule 1.1(a) or 1.1(b), as applicable, and, except as set forth in the Cratos LLC Agreement or on Schedule 3.2, such Equity Securities are free and clear of any Liens. Other than the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable, it owns no Equity Securities of Cratos or any Subsidiary and, except as set forth in the Cratos LLC Agreement, has no right of any kind to have any such Equity Security issued. Subject to the terms of the Cratos LLC Agreement, it has full and exclusive power, right and authority to vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Except for the Cratos LLC Agreement, Seller is not a party to or bound by any agreement affecting or relating to its right to transfer or vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Seller hereby waives, until the earlier of Closing and termination of this Agreement, its rights, if any, under Sections 2.6, 2.7, 2.8, 2.9, 2.10 and 2.11 of the Cratos LLC Agreement.

Ownership of Equity Securities. (a) Investor and CF each severally represents and warrants that, as of April 5, 2018, neither Investor, CF nor any of their respective affiliates or associates (as such terms are defined pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, the “Investor Group”) owned, beneficially or of record, any Common Shares or other equity securities (which, as used herein, includes, without limitation, any shares of preferred stock of the Company and any Derivative Security (as defined in Section 3(c) below)) of the Company (“Equity Securities”), other than the following, all of which are beneficially owned by CF: 5,920,225 Common Shares, 523,700 shares of the Company’s 7.75% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred”), 229,409 shares of the Company’s 8.375% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred”) and 160,700 shares of the Company’s 8.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred”) (all such owned securities, collectively, the “Owned Equity Securities”). (b) Investor, CF and the Company each hereby acknowledges and reaffirms their respective representations, warranties, covenants and other agreements set forth in the Letter Agreement. (c) Investor and CF acknowledge and agree that (i) in connection with the acquisition of the Owned Equity Securities or any disposition prior to April 5, 2018 of Equity Securities, neither Investor nor CF was furnished with any materials or information by the Company, or any of its affiliates or representatives or any other person acting on its behalf, other than information available in the Company’s filings and submissions with the Securities and Exchange Commission, (ii) in connection with any acquisitions and Transfers (as defined below) of Equity Securities permitted by this Agreement, the Letter Agreement or the Additional Agreement (each a “Future Transaction” and, collectively, the “Future Transactions”), nothing in this Agreement shall obligate the Company to provide and neither Investor nor CF will be entitled to receive, and neither Investor nor CF will rely upon, any information, statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company, or any of its affiliates or representatives or any other person acting on its behalf other than is then publicly available, and (iii) Investor and CF are able to fend for themselves with respect to the ...

Ownership of Equity Securities. Schedule 7.01 C attached hereto and as the same may be amended from time to time (i) contains a diagram indicating the corporate structure of RHI, the Borrower, their respective Subsidiaries and any other Person in which RHI, the Borrower or any of their respective Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of RHI, the Borrower and each of their respective Subsidiaries and the owners of such shares or interests. None of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants, puts, or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities other than as disclosed on Schedule 7.01-C as attached hereto or amended from time to time. The outstanding equity Securities of RHI, the Borrower and each of their respective Subsidiaries are duly authorized, validly issued, fully paid and nonassessable free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents, and are not Margin Stock except as specifically identified on Schedule 7.01-C.

Ownership of Equity Securities. Such Seller: (a) owns (legally, beneficially and of record) the equity securities of the Company listed adjacent to the name of such Seller on Schedule 4.05(a), free and clear of any and all Liens (other than restrictions imposed by applicable securities Laws or set forth in the Existing Agreement); and (b) has the right, power and authority to sell, transfer and assign such equity securities to the Buyer as contemplated by this Agreement. Except as otherwise provided in the existing agreement disclosed on Schedule 4.05(b) (the “Existing Agreement”): (y) no Person, other than the Buyer, has any right or obligation to purchase or acquire any of the equity securities listed adjacent to such Seller’s name on Schedule 4.05(a); and (z) such Seller has no right or obligation to purchase or acquire any equity securities of the Company or any securities of the Company convertible into, or exercisable or exchangeable for, equity securities of the Company.

Ownership of Equity Securities. 3.1 The Founder represents and warrants to the Investors that each of the following statements is true: (A) the Founder owns beneficially the number and types of Equity Securities set out opposite his name in Schedule 1, and that he has not pledged, hypothecated or granted any security interest in such Equity Securities to any Person (except as disclosed in the Disclosure Letter referred to in the Subscription Agreement); (B) he has not granted to any Person any right to purchase or otherwise acquire any interest in such Equity Securities save as contemplated by this Agreement, the Subscription Agreement and the Articles of Incorporation and By-Laws and except the ATS Arrangement; (C) he owns such Equity Securities free and clear of all Encumbrance save as contemplated by this Agreement and the Articles of Incorporation and By-Laws and except the ATS Arrangement; (D) he has all requisite right, power and authority and full legal capacity to enter into this Agreement, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by him and the consummation of the transactions contemplated hereby has been duly authorized by all necessary action on his part (where applicable), and no other consent or approval (corporate or otherwise) on his part or the part of any other Person are necessary for him to enter into this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by him and constitutes a legal, valid and binding obligation of his enforceable against him in accordance with its terms; and (E) the execution, delivery and performance of this Agreement by him and the consummation of the transactions contemplated hereby, do not and will not (a) conflict with or violate any Applicable Law in any material respect; (b) result in the creation of any Encumbrance over any Equity Securities owned by him save as contemplated by this Agreement or the Subscription Agreement; or (c) result in any material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which he is a party or by which any Equity Securities owned by him o...

Ownership of Equity Securities. (a) All of the issued and outstanding Equity Securities of NewCo are validly issued, fully paid, nonassessable and owned by Coty US, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Laws). (b) Except as set forth on Schedule 4.2(b), NewCo has not granted any options, warrants, calls, rights or Contracts of any character that require NewCo to issue or sell Equity Securities of NewCo, and there are no Equity Securities of NewCo outstanding requiring, or which upon conversion or exchange would require, the issuance of any Equity Securities of NewCo, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase Equity Securities of NewCo. Except as set forth in Schedule 4.2(b), NewCo is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Equity Securities of NewCo. There are no equity appreciation rights, phantom equity or similar rights in existence with respect to NewCo. Upon consummation of the Contribution, NewCo will issue to the Continuing Unit Holders good and marketable title to the Equity Consideration, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Requirements of Laws), such that Coty US will own sixty percent (60%), and the Continuing Unit Holders will collectively own forty percent (40%), of the issued and outstanding Class A NewCo Membership Interests immediately following the Contribution.