Ownership of Subject Shares Sample Clauses

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 k...
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Ownership of Subject Shares. Stockholder is the record and beneficial owner of, and has good and valid title to, the Subject Shares, free and clear of all Liens, except for any Liens created by this Agreement. Stockholder does not own, of record or beneficially, any Parent Securities other than the Subject Shares. Stockholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by this Agreement.
Ownership of Subject Shares. The Shareholder has the sole right to sell and vote all of the Subject Shares and all of the Subject Shares shall, on the Effective Date, be beneficially owned by the Shareholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.
Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of (or is the trustee of a trust that is the record holder of, and whose beneficiaries are the beneficial owners of) and has good and valid title to, the Subject Shares set forth opposite his or its name on Schedule A, free and clear of all Liens, except for any Liens created by this Agreement. Such Stockholder does not own, of record or beneficially, any Parent Common Stock other than the Subject Shares of such Stockholder. Such Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except for the Investor Rights Agreement and except as contemplated by this Agreement.
Ownership of Subject Shares. As of the date hereof, the Shareholder is the record and beneficial owner of, and has good and valid title to, the Subject Shares that are indicated opposite its name on Schedule A, free and clear of all Liens, except for any Liens created by this Agreement. The Shareholder does not own, of record or beneficially, any capital shares of FSI other than the Subject Shares set forth opposite its name on Schedule A. The Shareholder has the sole right to vote its Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.
Ownership of Subject Shares. As of the date hereof, Company Stockholder is the record or beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of, and has good title to, the Subject Shares, free and clear of all claims, liens, security interests, or any other encumbrances or restrictions whatsoever on title, or transfer, except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act, state securities laws or the Company Stock Plans and award agreements pertaining to the Company Options and Company Restricted Share Awards, if any, held by Company Stockholder.
Ownership of Subject Shares. As of the date hereof, Shareholder is, and (except with respect to any Subject Shares accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, the beneficial owner of the Subject Shares, free and clear of all Liens, and with no restrictions on Shareholder’s rights of disposition pertaining thereto, except for any applicable restrictions on Transfer under the Exchange Act. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Shares set forth on Schedule A opposite the name of Shareholder are the only Shares beneficially owned by Shareholder on the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options held by Shareholder (the number of which is set forth opposite the name of Shareholder on Schedule A), 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.
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Ownership of Subject Shares. (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney.
Ownership of Subject Shares. Except as set forth on Schedule A hereto, such Stockholder is the record and beneficial owner of the Subject Shares set forth beside such Stockholder’s name on the signature page hereto, free and clear of any lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Subject Shares), other than pursuant to this Agreement and such Stockholder has good and valid title to such Subject Shares. Except for this Agreement, none of the Subject Shares is subject to any voting trust or other agreement, arrangement or instrument with respect to the voting of such shares.
Ownership of Subject Shares. Such Stockholder is the record and beneficial owner of, and has good, valid and marketable title to, the Subject Shares set forth opposite its name on Schedule I. Except as may be provided in the Company Stockholders Agreement and in the Management Stockholders Agreement, such Stockholder has sole voting power, and sole power of disposition, with respect to all of its Subject Shares. The Subject Shares owned by such Stockholder are all of the Equity Interests of the Company owned, either of record or beneficially, by such Stockholder as of the date hereof. The Subject Shares owned by such Stockholder are free and clear of all Liens, other than any Liens created by this Agreement, the Consent, the Company Stockholders Agreement and the Management Stockholders Agreement. The Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.
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