Ownership of Shares of Common Stock. Each Holder represents and warrants to each of the other Holders and Pubco that such Holder is the record and beneficial owner of all of the shares of Common Stock owned by them on the date hereof, and that the shares of Common Stock owned by them on the date hereof are owned free of any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (collectively, “Liens”) and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the shares of Common Stock), other than transfer restrictions under applicable securities laws. None of the shares of Common Stock is subject to any voting trust or other agreement or arrangement with respect to the voting of such shares of Common Stock.
Ownership of Shares of Common Stock. As of the date hereof, such PURCHASER, together with its respective subsidiaries and affiliates, does not own 5% or more of the issued and outstanding shares of common stock, par value $0.10 per share, of the SELLER.
Ownership of Shares of Common Stock. The Purchaser is the sole record and beneficial owner of the Shares of Common Stock and has good and marketable title thereto, free and clear of any and all Liens. Upon consummation of the Closing, the Company shall have acquired good and marketable title to the Shares of Common Stock, free and clear of any and all Liens.
Ownership of Shares of Common Stock. As of the date hereof and after giving effect to the issuance and sale of the Shares pursuant to this Agreement, such Purchaser, together with its respective subsidiaries and affiliates, will beneficially own (as defined under Section 13(d) of the Exchange Act) less than 5% of the issued and outstanding shares of common stock of the Company.
Ownership of Shares of Common Stock. The Sellers are the holders of record and own beneficially the entire issued and outstanding share capital of the Company as stated in Schedule 3.1, which sets forth the number of shares owned by each Seller. Each Seller owns its portion of the Purchased Shares free and clear of any Liens. The Sellers are not a party to any voting trust, proxy or other agreement with respect to the voting of any of the Purchased Shares which will remain in force or effect after the Closing. At Closing, each Seller will convey to the Purchaser good title to the portion of the Purchased Shares owned by such Seller free and clear of any Liens.
Ownership of Shares of Common Stock. As of the date hereof and after giving effect to the issuance and sale of the Shares pursuant to this Agreement, such Purchaser, together with its respective subsidiaries and affiliates, will beneficially own (as defined under Section 13(d) of the Exchange Act) less than 5% of the issued and outstanding shares of common stock of the Seller. Purchaser Knowledge and Status. Purchaser acknowledges that no person is authorized to make any representation in connection with the placement and sale of the Shares other than as set forth herein, and that no person is authorized to provide any information that is inconsistent to that in the Prospectus. Such Purchaser acknowledges that it has not received or relied on any such representations or information. Securities Act Representation. The Purchaser is purchasing the Shares solely for its own account for investment, and not with a view to any distribution or resale in connection with any distribution of securities within the meaning of the Securities Act of 1933 as amended (the "Securities Act") except as permitted by law.
Ownership of Shares of Common Stock. Except as set forth in Schedule 4.4 annexed hereto, each Seller (a) is the record and beneficial owner, free and clear of any liens, pledges, encumbrances, charges, agreements or claims, of that number of shares of Common Stock set forth on Schedule 4.4 for such Seller and (b) has full right, power, and authority to execute and deliver this Agreement and to perform its or his obligations under this Agreement. Upon payment of the Purchase Price set forth in Section 1 at the Closing, Purchaser will acquire valid title to the Shares, free and clear of any liens, pledges, encumbrances, charges, agreements or claims. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid and binding agreement and obligation of each Seller, enforceable against each Seller in accordance with its terms.
Ownership of Shares of Common Stock. Such Stockholder represents that the MAG Holdings held by such Stockholder as set forth on Exhibit A hereto are owned of record and beneficially by such Stockholder, free and clear of any Encumbrances, and such Stockholder has the full and unrestricted right, power and authority to transfer such holdings to the Company.
Ownership of Shares of Common Stock. As of the date hereof, to the best of the knowledge of the Investment Adviser, none of the PURCHASERS, together with their respective subsidiaries and affiliates, owns 5% or more of the issued and outstanding shares of common stock, par value $0.10 per share, of the SELLER.
Ownership of Shares of Common Stock. Such Stockholder represents that the shares of Common Stock held by such Stockholder as set forth on Exhibit A hereto are owned of record and beneficially by such Stockholder, free and clear of any Encumbrances, and such Stockholder has the full and unrestricted right, power and authority to transfer such shares of Common Stock to the Company.
