Ownership of Equity Securities. Except as has been disclosed to Parent in writing prior to the date of this Agreement, neither such Investor nor any of its Affiliates (i) beneficially owns any Equity Securities of Parent or (ii) holds any rights to acquire any Equity Securities of Parent except pursuant to the Merger Agreement or other Transaction Agreements (as defined in the Merger Agreement).
Ownership of Equity Securities. Each Shareholder is the sole record owner and a Beneficial Owner of the Company Equity Securities listed beside such Shareholder’s name on the Schedule of Members attached to the Company LLC Agreement and as of the Closing Date, such Equity Securities are the only securities of the Company and any of its subsidiaries held of record or beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by such Shareholder.
Ownership of Equity Securities. It owns, of record and beneficially, good and valid title to the Equity Securities set forth next to its name on Schedule 1.1(a) or 1.1(b), as applicable, and, except as set forth in the Cratos LLC Agreement or on Schedule 3.2, such Equity Securities are free and clear of any Liens. Other than the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable, it owns no Equity Securities of Cratos or any Subsidiary and, except as set forth in the Cratos LLC Agreement, has no right of any kind to have any such Equity Security issued. Subject to the terms of the Cratos LLC Agreement, it has full and exclusive power, right and authority to vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Except for the Cratos LLC Agreement, Seller is not a party to or bound by any agreement affecting or relating to its right to transfer or vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Seller hereby waives, until the earlier of Closing and termination of this Agreement, its rights, if any, under Sections 2.6, 2.7, 2.8, 2.9, 2.10 and 2.11 of the Cratos LLC Agreement.
Ownership of Equity Securities. Schedule 7.01-C attached hereto and made a part hereof (i) contains a diagram indicating the corporate structure of the U.S. Borrower, its Subsidiaries and any other Person in which either Borrower or any of its Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of each Borrower and each of its Subsidiaries and the owners of such shares or interests. Except as set forth on Schedule 7.01-C, none of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities. The outstanding equity Securities of the U.S. Borrower and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents and are not Margin Stock.
Ownership of Equity Securities. As of the date hereof, other than the Shares and Warrants set out under the heading “Existing Securities” in Schedule A of the Support Agreement, none of the Parent Parties, the Rollover Securityholders and the other Buyer Group Parties and to the Knowledge of HoldCo, the respective Affiliates of the foregoing persons, beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or Warrants or any other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company or any option, warrants or other rights to acquire or vote any Shares or securities of the Company, or to acquire any other economic interest (through derivative securities or otherwise) in the Company.
Ownership of Equity Securities. Schedule 7.01 C attached hereto and as the same may be amended from time to time (i) contains a diagram indicating the corporate structure of RHI, the Borrower, their respective Subsidiaries and any other Person in which RHI, the Borrower or any of their respective Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of RHI, the Borrower and each of their respective Subsidiaries and the owners of such shares or interests. None of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants, puts, or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities other than as disclosed on Schedule 7.01-C as attached hereto or amended from time to time. The outstanding equity Securities of RHI, the Borrower and each of their respective Subsidiaries are duly authorized, validly issued, fully paid and nonassessable free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents, and are not Margin Stock except as specifically identified on Schedule 7.01-C.
Ownership of Equity Securities. Schedule 7.01-C attached hereto (i) contains a diagram indicating the corporate structure of the Parent and each Person in which the Parent holds a direct or indirect partnership, joint venture, or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise, and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of the Parent and each such Person, and, with respect to Subsidiaries of the Parent, the owners of such shares or interests. None of such issued and outstanding Securities is subject to any vesting, redemption, or repurchase agreement (other than those Securities issued with respect to the PIK Subordinated Debt), and there are no warrants or options (other than Permitted Equity Securities Options) outstanding with respect to such Securities. The outstanding Capital Stock of each Borrower and each Guarantor is duly authorized, validly issued, fully paid and nonassessable and (except for the Capital Stock of the Parent) is not Margin Stock, are free and clear of all Liens, except for Liens granted pursuant to the Loan Documents, are not subject to any option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto, and have been issued in compliance with all applicable Requirements of Law.
Ownership of Equity Securities. Such Seller is the legal owner of the Equity Securities set forth opposite such Seller’s name on Exhibit A hereto and holds good, valid and marketable title to such Equity Securities, free and clear of all Liens (other than restrictions under applicable securities Law). Upon the delivery of the instruments of transfer of the Equity Securities by Sellers to Buyer in the manner contemplated in Article 2, and the payment by Buyer of the Purchase Price to Sellers, Buyer will acquire good and valid beneficial (to the extent applicable) and legal title to all of the Equity Securities, free and clear of all Liens (other than restrictions under applicable securities Law).
Ownership of Equity Securities. 3.1 The Founder represents and warrants to the Investors that each of the following statements is true:
Ownership of Equity Securities. Such Seller: (a) owns (legally, beneficially and of record) the equity securities of the Company listed adjacent to the name of such Seller on Schedule 4.05, free and clear of any and all Liens (other than restrictions imposed by applicable securities Laws or set forth in the Shareholders’ Agreement); and (b) has the unqualified and unrestricted right, power and authority to sell, transfer and assign such equity securities to the Buyer as contemplated by this Agreement. Except as otherwise provided in the Shareholders Agreement: (y) no Person, other than the Buyer, has any right or obligation to purchase or acquire any of the equity securities listed adjacent to such Seller’s name on Schedule 4.05; and (z) such Seller has no right or obligation to purchase or acquire any equity securities of the Company or any securities of the Company convertible or exercisable into or for equity securities of the Company. On the Closing Date, pursuant to the terms set forth herein, such Seller will sell, transfer and deliver to the Buyer good and marketable title to the equity securities listed adjacent to such Seller’s name on Schedule 4.05, free and clear of any Liens (other than restrictions imposed by applicable securities Laws).
