Ownership of the Rollover Shares Sample Clauses

Ownership of the Rollover Shares. Holder represents and warrants that Holder (i) owns and holds good and valid title to all of the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1 to the JBA, free and clear of any liens or other restrictions on title that would prevent Holder from entering into this Agreement or consummating the Merger, (ii) Holder has sole voting power, power of disposition, and power to issue instructions with respect to the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1 to the JBA and power to agree to all of the matters applicable to Holder set forth in this Agreement, in each case, over all of the Rollover Shares set forth opposite Holder’s name on Schedule 1, and (iii) Holder owns no other securities (including debt securities) of the Company or any of its subsidiaries or securities that are convertible, exercisable or exchangeable for such securities other than the Rollover Shares.
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Ownership of the Rollover Shares. Investor is the sole record and beneficial owner of the Rollover Shares set forth under Investor's name in SCHEDULE 1 hereto, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Except as set forth in SCHEDULE 3.2, neither Investor nor any of its affiliates is a party to, or bound by, any arrangement, agreement, instrument or order (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of InterDent, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of InterDent, or (iii) relating to rights to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 of any capital stock or equity securities of InterDent.
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Ownership of the Rollover Shares. The Investor is the record and beneficial owner of the Rollover Shares, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Rollover Shares (“Liens”). Neither the Investor nor any of its affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement) (i) relating to the sale, repurchase, assignment or other transfer of any capital stock or equity securities of the Company, (ii) relating to the receipt of dividends, proxy rights or voting rights of any capital stock or other equity securities of the Company or (iii) relating to the rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of the Company.
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Ownership of the Rollover Shares. Holder represents and warrants, as indicated on Fairfax Financial Holdings Limited’s Schedule 13D on file with the Securities Exchange Commission, as amended through the date hereof and the Company’s most recent Form 20-F, that Holder (i) owns and holds good and valid title to all of the Rollover Shares set forth opposite Holder’s name on Schedule 1 to the JBA, free and clear of any liens or other restrictions on title that would prevent Holder from entering into this Agreement or consummating the Merger, (ii) Holder has sole voting power, power of disposition, and power to issue instructions with respect to the Rollover Shares set forth opposite Holder’s name on Schedule 1 to the JBA and power to agree to all of the matters applicable to Holder set forth in this Agreement, in each case, over all of the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1, and (iii) Holder owns no other securities (including debt securities) of the Company or any of its subsidiaries or securities that are convertible, exercisable or exchangeable for such securities other than the Rollover Shares (other than the Company’s Series J Preferred Shares).
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Ownership of the Rollover Shares. Investor is the sole record and beneficial owner of the Rollover Shares set forth opposite Investor’s name in Schedule 1 hereto, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Neither Investor nor any of its affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement (as defined in the Merger Agreement)) (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of Varsity, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of Varsity, or (iii) relating to rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of Varsity.
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Ownership of the Rollover Shares. Other than restrictions created by the Voting Agreement, dated as of July 28, 2005, by and between Investor, Parent, Merger Co and the Company (the “Voting Agreement”), Investor is the record and beneficial owner of the Rollover Shares, free and clear of all Liens. Neither Investor nor any of his affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement) (i) relating to the sale, repurchase, assignment or other transfer of any capital stock or equity securities of the Company, (ii) relating to the receipt of dividends, proxy rights or voting rights of any capital stock or other equity securities of the Company or (iii) relating to the rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of the Company.
Sample 1

Related to Ownership of the Rollover Shares

  • 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 Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • 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 Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of the Shares Selling Shareholders own all of the Shares, 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 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 kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • 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 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 THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

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