Ownership of Xxxxxxx Common Stock Sample Clauses

Ownership of Xxxxxxx Common Stock. Except as set forth on Section 4.3 --------------------------------- of the RMSI Disclosure Letter, neither such RMSI Stockholder nor any of his or its respective family members or affiliates own, beneficially or of record, any shares of Xxxxxxx Common Stock, any option to acquire or sell any shares of Xxxxxxx Common Stock, or any warrants, rights, commitments, preemptive rights or agreements of any kind for the acquisition or sale of, any shares of Xxxxxxx Common stock, and is not a party to any voting trusts, voting agreement, proxies or other agreements, instruments or undertakings with respect to the voting of Xxxxxxx Common Stock, except for the Post-Merger Voting Agreement.
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Ownership of Xxxxxxx Common Stock. Xx. Xxxxxxx is the record and beneficial owner of the Xxxxxxx Common Stock and has not entered into any option, warrant, or right agreement in respect thereof. The Xxxxxxx Common Stock is fully paid and nonassessable and there are no liens or encumbrances against any of such shares.
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Ownership of Xxxxxxx Common Stock. Except as set forth at Section 3.23 of the MECH Disclosure Schedule, neither MECH nor any of its directors, officers, 5% or greater shareholders or affiliates (as used above in Section 3.22) (i) beneficially own, directly or indirectly, or (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of outstanding capital stock of Xxxxxxx (other than those agreements, arrangements or understandings specifically contemplated hereby).
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Ownership of Xxxxxxx Common Stock. Except as set forth at Section 3.21 of the Eagle Dis- closure Schedule, neither Eagle nor any of its directors, of- ficers, 10% or greater stockholders or affiliates (i) benefi- cially own, directly or indirectly, or (ii) is a party to any agreement, arrangement or understanding for the purpose of ac- xxxxxxx, holding, voting or disposing of, in each case, any shares of outstanding capital stock of Xxxxxxx (other than those agreements, arrangements or understandings specifically contemplated hereby).
Sample 1
Ownership of Xxxxxxx Common Stock. None of NetScout or, to the Knowledge of NetScout, any of its respective “affiliates” or “associates” is or has been an “interested stockholder” (as defined in Section 203 of the DGCL) with respect to Xxxxxxx.
Sample 1
Ownership of Xxxxxxx Common Stock. As of the date hereof, NSU owns good and valid title to 7,354,950 shares of Xxxxxxx Common Stock, free and clear of any liens, claims, encumbrances or restrictions (other than restrictions imposed by securities laws) except as disclosed on Schedule 4.11.
Sample 1
Ownership of Xxxxxxx Common Stock. Except as set forth at Section 3.23 of the People's Corp. Disclosure Schedule, neither People's Corp. nor any of its directors, officers, 5% or greater shareholders or affiliates (as used above in Section 3.22) (i) beneficially own, directly or indirectly, or (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of outstanding capital stock of Xxxxxxx (other than those agreements, arrangements or understandings specifically contemplated hereby).
Sample 1
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Ownership of Xxxxxxx Common Stock. Except as set forth at Section 3.22 of the Village Disclosure Schedule, neither Village nor any of its directors, officers, affiliates or associates (i) beneficially own, directly or indirectly, or (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, any shares of outstanding capital stock of Xxxxxxx (other than those agreements, arrangements or understandings specifically contemplated hereby).
Sample 1

Related to Ownership of Xxxxxxx Common Stock

  • 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.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common 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 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 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 Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • 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 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 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.

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