Ownership of Stockholder Shares. Such Stockholder (i) is the sole beneficial owner of all of the Stockholder Shares listed next to the name of such Stockholder on Schedule I, free and clear of all Encumbrances other than those arising under this Agreement or applicable securities laws, (ii) has the sole voting power with respect to such Stockholder Shares and (iii) has not entered into any voting agreement (other than this Agreement) with or granted any Person any proxy (revocable or irrevocable) with respect to such Stockholder Shares (other than this Agreement). Except as set forth on Schedule I, as of the date hereof, neither such Stockholder nor any family member of such Stockholder (if such Stockholder is an individual) nor any of the controlled Affiliates of such Stockholder or of such family member of such Stockholder (or any trusts for the benefit of any of the foregoing) owns, of record or beneficially, or has the right to acquire any securities of the Company. As of the time of any meeting of the stockholders of the Company referred to in Section 1(a)(i), such Stockholder will be the sole beneficial owner of all of the Stockholder Shares listed next to the name of such Stockholder on Schedule I, free and clear of all Encumbrances, except with respect to any Stockholder Shares transferred pursuant to a Permitted Transfer (as defined hereinafter).
Ownership of Stockholder Shares. As of the date of this Agreement, such Stockholder owns, beneficially and of record, all of the Stockholder Shares set forth opposite such Stockholder’s name on Exhibit A hereto, free and clear of any proxy, voting restriction, adverse claim or other Lien (other than restrictions under (i) this Agreement, (ii) any Permitted Lien and (iii) any applicable securities laws). Without limiting the foregoing, as of the date hereof, except for restrictions in favor of Parent pursuant to this Agreement, the Stockholders, together with Lennar Corporation and Len X, LLC, collectively share sole voting power and sole power of disposition with respect to all Stockholder Shares, with no restrictions on such rights of voting or disposition pertaining thereto and no other Person has any right to direct or approve the voting or disposition of any such Stockholder Shares. As of the date hereof, none of such Stockholder or any of its Subsidiaries owns, beneficially or of record, any securities of the Company other than the Company Common Stock which constitute Stockholder Shares.
Ownership of Stockholder Shares. The Stockholder owns all of the Stockholder Shares beneficially and of record, free and clear of any Liens other than those set forth in the Existing Agreement. Upon payment of the Exercise Price for the Option Shares as herein provided, the Company will acquire good and valid title to the Option Shares, free and clear of any Liens. Except for the Stockholder Shares, the Stockholder does not own, of record or beneficially, any securities of the Company (including any Conversion Securities).
Ownership of Stockholder Shares. Stockholder is the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act, "BENEFICIAL OWNER") of all the Stockholder Shares. Except as set forth in Annex 1, attached hereto, Stockholder has sole voting power and the sole power of disposition with respect to all of the Stockholder Shares, with no limitations, qualifications or restrictions on such rights. Stockholder is the sole record holder (as reflected in the records maintained by the Company's transfer agent) of the Stockholder Shares.
Ownership of Stockholder Shares. The Stockholders own the Stockholder Shares beneficially and of record in the amounts set forth on Schedule 2.2. Except as set forth on Schedule 2.2, the Stockholder Shares are owned free and clear of any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities law (each an "Encumbrance"). At the Closing, AvTel will acquire good and marketable title to and complete ownership of the Stockholder Shares, free and clear of any Encumbrance. The representations of the Stockholders in this Section 2.2.1 are made only as to the Stockholder Shares of such Stockholder.
Ownership of Stockholder Shares. The Stockholder owns the Stockholder Shares of record and beneficially, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever. The Stockholder has sole control over the Stockholder Shares or sole discretionary authority over any account in which they are held.
Ownership of Stockholder Shares. Stockholder is the Beneficial Owner of all of the current Stockholder Shares. On the date hereof, the Current Stockholder Shares constitute all of the voting securities of the Company beneficially owned by Stockholder. Stockholder has voting power with respect to the matters set forth in Section 2 and Section 3(a) above, with respect to all of the Stockholder Shares, free and clear of any limitations, qualifications or restrictions on such rights.
Ownership of Stockholder Shares. As of the date of this Agreement, the Sapphire’s Controlling Shareholder legally owns seventy three million, eight hundred and thirty six thousand, one hundred and eighty five (73,836,185) shares of Sapphire Common Stock (the “Existing Shares”), representing 57.36% of the total and voting capital of Sapphire, free and clear of all Liens (other than Liens arising under the Organizational Documents of Sapphire or this Agreement, restrictions on transfer imposed by applicable securities Laws and Permitted Liens). Without limiting the foregoing, as of the date hereof, except for restrictions pursuant to this Agreement, (A) the Sapphire’s Controlling Shareholder has sole voting power and sole power of disposition with respect to all Existing Shares, with no restrictions on the Sapphire’s Controlling Shareholder’s rights of voting or disposition pertaining thereto (except as provided in this Section 11.1(a)(iii)) and (B) no Person other than the Sapphire’s Controlling Shareholder has any right to direct or approve the voting or disposition of any Existing Shares. The Existing Shares constitute all of the shares of Sapphire Common Stock owned of record by the Sapphire’s Controlling Shareholder as of the date hereof.
Ownership of Stockholder Shares. As of the date of this Agreement, the Ânima’s Controlling Shareholders legally own thirty-six million, five hundred and ninety-one thousand, five hundred and ten (36,591,510) shares of Ânima Common Stock (the “Existing Shares”), representing thirty-four percent (34%) of the total and voting capital of Ânima, free and clear of all Liens (other than Liens provided in Exhibit 11.1 or arising under the Ânima’s Organizational Documents or this Agreement, restrictions on transfer imposed by applicable securities Laws and Permitted Liens). Without limiting the foregoing, as of the date hereof, except for restrictions pursuant to this Agreement, (A) the Ânima’s Controlling Shareholders have voting power and power of disposition with respect to all Existing Shares, with no restrictions on the Ânima’s Controlling Shareholders rights of voting or disposition pertaining thereto (except as provided in this Section 11.1(a)(iii)) and (B) no Person other than the Ânima’s Controlling Shareholders has any right to direct or approve the voting or disposition of any Existing Shares. The Existing Shares constitute all of the shares of Ânima Common Stock owned of record by the Ânima’s Controlling Shareholder as of the date hereof.
Ownership of Stockholder Shares. As of the date of this Agreement, the Stockholder legally owns all of the Existing Shares, free and clear of all Liens except for ordinary restrictions on transfer imposed by applicable securities laws and Permitted Liens (including any restriction on the right to vote or otherwise dispose of the Existing Shares). Without limiting the foregoing, as of the date hereof, except for restrictions in favor of the Company pursuant to this Agreement, (i) the Stockholder has sole voting power and sole power of disposition with respect to all Existing Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto (except as provided in this Section 2(c)) and (ii) no person other than the Stockholder has any right to direct or approve the voting or disposition of any Existing Shares. The Existing Shares constitute all of the shares of Parent Common Stock owned of record by the Stockholder as of the date hereof.
