OWNERSHIP OF SHARES, ETC Sample Clauses

OWNERSHIP OF SHARES, ETC. Schedule I hereto correctly sets --------------------------- forth the number of shares of Community West Stock owned by the Shareholder or with respect to which such Shareholder has sole or shared voting power, and the Shareholder has good and marketable title to all such shares of Community West Stock free and clear of any liens, security interests, charges or other encumbrances of any kind or nature except as set forth on Schedule I.
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OWNERSHIP OF SHARES, ETC. Schedule I hereto correctly sets --------------------------- forth the number of shares of Palomar Common Stock owned by the Shareholder or with respect to which such Shareholder has sole or shared voting power, and the Shareholder has good and marketable title to all such shares of Palomar Common Stock free and clear of any liens, security interests, charges or other encumbrances of any kind or nature except as set forth on Schedule I.
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OWNERSHIP OF SHARES, ETC. Schedule 4.1(a) lists, in respect of each Investor, the number of Shares of the Company of which such Investor is, on the date hereof, the beneficial owner, directly or indirectly, or on which it has direction and control over or otherwise has the right to vote or deal with, or direct the voting or dealing with. Except as disclosed on Schedule 4.1(a), such Investor does not own on the date hereof directly or indirectly, or otherwise has direction and control over or the right to vote or deal with, or direct the voting or dealing with, any other voting securities or securities convertible or exchangeable or exercisable into voting securities of the Company. In respect of any Investor, references in this Section 4.1(1)(a) to "direction" or "directing the voting or dealing with" shall be limited to those circumstances in which such Investor possesses or enjoys an affirmative right, pursuant to an agreement, to direct votes of or otherwise deal with common shares of the Company.
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OWNERSHIP OF SHARES, ETC. Schedule 4.1(a) lists, in respect of each Investor, the number of Shares of the Company of which such Investor is, on the date hereof, the beneficial owner, directly or indirectly, or on which it has direction and control over or otherwise has the right to vote or deal with, or direct the voting or dealing with. Except as disclosed on Schedule 4.1(a), such Investor does not own on the date hereof directly or indirectly, or otherwise has direction and control over or the right to vote or deal with, or direct the voting or dealing with, any other voting securities or securities convertible or exchangeable or exercisable into voting securities of the Company. In respect of any Investor, references in this Section
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OWNERSHIP OF SHARES, ETC. Each of the Shareholders represents that he, she or it owns the number of shares of Common Stock of the Company set forth opposite his, her or its name on Schedule I hereof, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and that he, she or it has the right to transfer such Shares to the Purchaser and, upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever.
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OWNERSHIP OF SHARES, ETC. The Shareholder owns and has good and ------------------------- marketable title to the Shares, which Shares represent all of the issued and outstanding shares of capital stock of the Company, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and the Shareholder has the right to transfer the Shares to the Purchaser and, upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever. SECTION V --------- COVENANTS OF THE COMPANY ------------------------
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OWNERSHIP OF SHARES, ETC. (i) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Massachusetts and is duly qualified to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect, which such jurisdictions are set forth on Schedule 3.1(A).
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OWNERSHIP OF SHARES, ETC. The Shareholders own all of the shares of Common Stock, which shares represent all of the issued and outstanding shares of Common Stock of the Company, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever, and the Shareholders have the right to transfer the Shares to the Purchaser, and upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever.
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OWNERSHIP OF SHARES, ETC. All of the Shares are held beneficially and of record by the Shareholder on the date hereof, and the Shareholder has good and valid title to the Shares, free and clear of any Encumbrances or other rights whatsoever (other than the Option) of any other Person. Without limiting the generality of the foregoing, other than the Option there are no authorized, outstanding or existing options or other rights to acquire the Shares or any proxies, voting trusts or other agreements or understandings with respect to the voting of the Shares.
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Related to OWNERSHIP OF SHARES, ETC

  • 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 Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • 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 Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • 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 Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

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