Ownership of Seller's Stock Sample Clauses

Ownership of Seller's Stock. The Stockholders are the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of the Seller, and constitute all of the directors and officers of the Seller. The Stockholders have the absolute and unconditional right, power and authority to cause the Seller to sell, assign, transfer and deliver the Assets to the Purchaser in accordance with the terms of this Agreement, to consummate the transactions contemplated hereby and to enter into the Consulting and Noncompetition Agreements.
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Ownership of Seller's Stock. Stockholder holds of record and beneficially owns all issued and outstanding shares of AARE’s capital stock and 49% of the membership interest in AALLC. Stockholder’s shares of AARE and memberships interest in AALLC are not subject to any pledge or Lien. Stockholder is not a party to any option, warrant, purchase right, or other contract or commitment that obligates Stockholder to sell, transfer, or otherwise dispose of any of its shares of AARE, membership interests in AALLC or any of the Acquired Assets. Stockholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any its shares of AARE or membership interests in AALLC.
Sample 1
Ownership of Seller's Stock. Shareholder and Michxxxxxx X. Xxxxxxxxx xxx the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of Seller, and constitute all of the directors and officers of Seller. All of the foregoing issued and outstanding shares are fully paid and non-assessable, and none of the outstanding shares are subject to any liens, encumbrances, restrictions, adverse claims, voting trusts or voting agreements, nor have any such shares been pledged. Shareholder has the absolute and unconditional right, power and authority to cause Seller to sell, assign, transfer and deliver the Assets to Buyer in accordance with the terms of this Agreement and to consummate the transactions set forth in this Agreement. There are no existing subscriptions, options, warrants or agreements for Seller to issue any additional shares of stock or for Shareholder to sell or otherwise dispose of his shares of stock.
Sample 1
Ownership of Seller's Stock. Other than Owner, no other Person owns any common or preferred stock or other securities of Seller, or any right or option to acquire any such stock or other securities (whether directly, or upon exercise or conversion of any other agreement or security), of Seller, and Owner owns all of the issued and outstanding stock of Seller, free and clear of any and all Liens. Owner has the right, power and authority to vote to approve the sale of the Assets to Buyer pursuant to the terms of this Agreement, to execute and deliver, and to cause Seller to execute and deliver, this Agreement and to cause Seller to consummate the transactions contemplated hereby in accordance with the terms of this Agreement.
Sample 1
Ownership of Seller's Stock. DCA and/or Xx. Xxxxx are the owners of all right, title and interest (legal, record and beneficial) in and to all of the issued and outstanding shares of stock of Sellers. DCA owns 80% of the stock of DSF and DMI and owns 100% of the stock of DCAMS. Xx. Xxxxx owns 20% of the stock of DSF and DMI.
Sample 1
Ownership of Seller's Stock. Shareholders are the sole and exclusive record and beneficial owner of all of the outstanding shares of the capital stock of Seller, and constitute all of the directors and officers of Seller. Seller's only authorized class of capital stock is common stock, no par value, of which 602.8 shares are issued and
Sample 1
Ownership of Seller's Stock. The Stockholder is the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of the Seller, and R. W. Schuster, W. Lee Pryor, XXX xxx Xxxxxll G. Xxxxxxxxd constituxx xxx xx xxx xxxxxxors and R. W. Schuster and Terry A. Mxxxx xxxxxxxxxe all xx xxx xxxxxxrs of the Seller. The Stockholder has the absolute and unconditional right, power and authority to cause the Seller to sell, assign, transfer and deliver the Assets to the Purchaser in accordance with the terms of this Agreement, to consummate the transactions contemplated hereby and to enter into the Noncompetition Agreement.
Sample 1
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Related to Ownership of Seller's Stock

  • Ownership of Seller Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

  • Ownership of Subject Shares As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

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