Title; Agreements. The Seller holds of record and beneficially all of the Stock, free and clear of any and all Encumbrances or other restrictions on transfer (other than restrictions on transfer imposed by applicable federal and state securities laws). The Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to any equity interest of the Company.
Title; Agreements. Except for the Stockholders Agreement and the New Stockholders Agreement (in the case of Holdings), and except with respect to Optionees who do not exercise their Company Stock Options on or prior to the Closing Date, and except with respect to the lien of the Escrow Agreement, such Stockholder holds of record and holds beneficially the number of shares of Company Common Stock set forth opposite its or his name on Exhibit A, free and clear of any and all Encumbrances or other restrictions on transfer. Except for the Stockholders Agreement and other than this Agreement and the New Stockholders Agreement (in the case of Holdings), such Stockholder is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Company."
Title; Agreements. SLI and Sylvan own and hold of record and beneficially the Shares of ASPECT Common Stock and Pacific Common Stock, respectively, free and clear of any and all Encumbrances or other restrictions on transfer. After the Restructuring, ASPECT owns and holds of record and beneficially the Shares of ASPECT II Common Stock, free and clear of any and all Encumbrances or other restrictions on transfer. Except as set forth on Schedule 5.02 hereto, no Seller is a party to ------------- any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Companies or any of their Subsidiaries. Sylvan owns the Advance free and clear of any and all Encumbrances or other restrictions on transfer.
Title; Agreements. Except as set forth on Schedule 3.1, such Major Stockholder (a) holds of record and holds beneficially the ownership interest in the Company set forth opposite his or her name on Schedule 2.5, free and clear of any and all Encumbrances, (b) is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Company and (c) owns no other, and has no other right to purchase, any equity interests in Company that is not disclosed in the Disclosure Schedule.
Title; Agreements. As of the date hereof, immediately prior to the Merger, such Stockholder (a) holds of record and beneficially the number of shares of common stock, par value $.01 per share, of Wxxxxx set on Schedule 2.1, free and clear of any lien, security interest, mortgage, pledge, hypothecation, charge, preemptive right, voting trust, imposition, covenant, condition, right of first refusal, easement or conditional sale or other title retention agreement or other restriction (an “Encumbrance”) other than as set forth in the Amended and Restated Stockholders Agreement dated as of February 2, 2001 (the “Walden Stockholders Agreement”) by and among Wxxxxx, Xxxxxx Ventures LLC, a Delaware limited liability company and certain other stockholders of Walden, (b) is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of Walden (other than as set forth in the Walden Stockholders Agreement) and (c) owns no other, and has no other right to purchase, any equity interests in Walden.
Title; Agreements. Zany owns its membership interest in ZB Direct ----------------- free and clear of any and all encumbrances or other restrictions on transfer. Zany is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Direct. Zany owns no other, and has no other right to purchase any, membership interests in XX.xxx, ZB Holdings or Children's Equity.
Title; Agreements. ZB Holdings owns all of the Preferred ----------------- Interests of XX.xxx free and clear of any and all encumbrances or other restrictions on transfer. ZB Holdings is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of XX.xxx. ZB Holdings owns no other, and has no other right to purchase any, membership interests in XX.xxx.
Title; Agreements. Children's Equity owns 533,501 Non-Voting ----------------- Preferred Interests of ZB Holdings free and clear of any and all encumbrances or other restrictions on transfer. Children's Equity is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Holdings. Children's Equity owns no other, and has no other right to purchase any, membership interests in ZB Holdings. Children's Equity has no assets other than membership interests in ZB Holdings, and has no known liabilities.
Title; Agreements. ZB Direct owns (i) all of the Voting Preferred ----------------- Interests and 12,889,457 Non-Voting Preferred Interests of ZB Holdings and (ii) all of the Voting Interests of Children's Equity free and clear of any and all encumbrances or other restrictions on transfer. ZB Direct is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Holdings or Children's Equity. ZB Direct owns no other, and has no other right to purchase any, membership interests in Children's Equity or ZB Holdings.
Title; Agreements. The Redemption Shares were fully paid, and Xx. Xxxx shall, from and after the Closing have no claims against the Company with respect to or relating to the Redemption Shares. Xx. Xxxx is the sole legal and beneficial owner of, and has good title to, such Redemption Shares, and has not sold, transferred or encumbered any or all of such Redemption Shares, and has the full and sufficient right at law and in equity to assign and transfer such Redemption Shares to the Company in accordance with the provisions of this Agreement, free and clear of any and all right, title, interest or claim therein of any other person whatsoever. There are outstanding no options or rights to acquire any or all of such Redemption Shares. Any consent, waiver or approval by any third party required in connection with the execution by Xx. Xxxx of this Agreement or the performance by Xx. Xxxx of the obligations to be performed by Xx. Xxxx under this Agreement has been obtained.
