Ownership of Stock; Title Sample Clauses

Ownership of Stock; Title. (a) Each such Seller is the sole lawful beneficial owner of the number and type of Target Securities set forth opposite such Seller's name on Exhibit A hereto, which ownership is free and clear of all Liens. Except as set forth on Schedule 3.1, the Target Securities set forth opposite each Seller's name on Exhibit A hereof, are the only class or classes of capital stock, securities convertible into or exchangeable for any shares of capital stock, warrants, options, agreements, call rights, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the issuance, sale, delivery, pledge, transfer, redemption or other disposition of any shares of capital stock of the Company or any of its Subsidiaries that such Seller or any of the other Sellers owns, beneficially or of record. Except as set forth on Schedule 3.1, such Seller is not a party to any agreement creating rights with respect to such Seller's Target Securities in any Person, and such Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, legal right to sell, assign, transfer and deliver such Seller's Target Securities. Except as set forth on Schedule 3.1, there are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreement, proxies, calls or rights to subscribe of any character relating to the Target Securities owned by such Seller. Such Seller has not received any notice of any adverse claim to the ownership of any such Target Securities, does not have any reason to know of any such adverse claim that may be justified and is not aware of existing facts that would give rise to any adverse claim to the ownership of such Target Securities. On the Closing Date, such Seller shall have good and marketable title to such Target Securities, free and clear of all Liens. The delivery of certificates for the Target Securities owned by such Seller to the Purchaser pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title to such Target Securities, free and clear of all Liens, except for Liens created by the Purchaser.
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Ownership of Stock; Title. 3 3.2 Organization.........................................................4 3.3 Authority............................................................4 3.4 No Violation; Consents and Approvals.................................4 3.5 Litigation...........................................................4 3.6 Finder's Fee.........................................................5 3.7 Reliance.............................................................5 3.8
Sample 1
Ownership of Stock; Title. (a) Such Shareholder is the sole lawful record and beneficial owner of the PIC Shares set forth opposite such Shareholder's name on Exhibit A, which ownership is free and clear of all Liens. Such Shareholder is not a party to any Contract creating rights with respect to such PIC Shares in any Person and such Shareholder has the full power and legal right to sell, assign, transfer and deliver such PIC Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreements, proxies, calls or rights to subscribe of any character relating to the PIC Shares owned by such Shareholder. Such Shareholder has not received any notice of any adverse claim to the ownership of any of the PIC Shares (or any capital stock or other ownership interest of PIC or its predecessors) owned by such Shareholder, and is not aware of existing facts that would give rise to any adverse claim to the ownership of the PIC Shares (or any capital stock or other ownership interest of PIC or its predecessors) owned by such Shareholder. On the Closing Date, such Shareholder shall have good and marketable title to the PIC Shares owned by such Shareholder, free and clear of all Liens. The delivery of certificates for the PIC Shares owned by such Shareholder to Buyer pursuant to the provisions of this Agreement, subject to consummation of the transactions contemplated hereby, will transfer to Parent good and marketable title to the PIC Shares owned by such Shareholder, free and clear of all Liens, except for those created by Parent or Buyer.
Sample 1
Ownership of Stock; Title. 29 4.2 Authority ...................................................... 29 4.3 No Violation; Consents and Approvals ........................... 30 4.4
Sample 1
Ownership of Stock; Title. The Seller is the owner of record and beneficially of the Stock. The Stock is owned by the Seller free and clear of any claim, levy, charge, pledge, hypothecation, trust, security interest, proxy, voting arrangement, conditional sale or title retention contract, or other encumbrance or restriction of any kind, including restrictions affecting voting rights, transferability or incidents of record or beneficial ownership (each of the foregoing being hereinafter individually referred to as a "Lien" and collectively, the "Liens"). The consummation of the sale of the Stock hereunder will convey to the Purchaser good, valid and marketable title to the Stock free and clear of all Liens. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Stock to which the Seller is a party or is bound. Except for this Agreement, there are no outstanding warrants, options, rights or agreements of any kind to acquire the Stock, or any portion of the Stock, from the Seller and all of the Stock is duly authorized, validly issued and fully paid and non-assessable.
Sample 1
Ownership of Stock; Title. The authorized capital stock of the Corporation consists of 1,000 shares of common stock, no par value of which the Seller is the owner of record and beneficially of 100 shares, including, without limitation, the Stock. No other shares of capital stock of the Corporation are issued and outstanding except as set forth on Schedule 2.01 hereto. The Stock is owned by the Seller free and clear of any claim, levy, charge, pledge, hypothecation, trust, security interest, proxy, voting arrangement, conditional sale or title retention contract, or other encumbrance or restriction of any kind, including restrictions affecting voting rights, transferability or incidents of record or beneficial ownership (each of the foregoing being hereinafter individually referred to as a "Lien" and collectively, the "Liens"). The consummation of the sale of the Stock hereunder will convey to the Purchaser good, valid and marketable title to the Stock free and clear of all Liens. Except as set forth on Schedule 2.01 hereto, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Stock to which the Seller is a party or is bound. Except for this Agreement, there are no outstanding warrants, options, rights or agreements of any kind to acquire the Stock, or any portion of the Stock, from the Seller. All of the Stock is duly authorized, validly issued and fully paid and non-assessable.
Sample 1

Related to Ownership of Stock; Title

  • 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 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 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 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.

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

  • 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 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 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 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 Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

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