Ownership of the Capital Stock Sample Clauses

Ownership of the Capital Stock. The TEF Group will, as of the Initial Closing, the Balance Closing and any Additional Closings, be the record and beneficial owner of, and will have good and marketable title to all of the Interests in the TEF Covered Assets intended to be transferred to the Company at any such Closing, free and clear of all liens, claims, title defects, charges, restrictions, rights of first refusal, options, security interests, mortgages, pledges, debts, demands or other encumbrances (“Liens”).
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Ownership of the Capital Stock. The PT Group will, as of the Initial Closing, the Balance Closing and any Additional Closings, be the record and beneficial owner of, and will have good and marketable title to all of the Interests in the PT Covered Assets intended to be transferred to the Company at any such Closing, free and clear of all liens, claims, title defects, charges, restrictions, rights of first refusal, options, security interests, mortgages, pledges, debts, demands or other encumbrances (“Liens”).
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Ownership of the Capital Stock. Sellers and their respective wholly owned subsidiaries shown on SCHEDULE 3.4 as the owners of the outstanding capital stock or membership interests in the Companies have good title to such stock or membership interests, free and clear of all Liens (as hereinafter defined).
Sample 1
Ownership of the Capital Stock. Upon the release by the Bank of its security interest in the Stock, (i) Seller is the lawful record and beneficial owner of all of the Company's capital stock free and clear of any liens, claims, encumbrances or restrictions of any kind; (ii) except as set forth on Schedule 6(d), the Company is the lawful record and beneficial owner of all of each Subsidiary's capital stock free and clear of any liens, claims, encumbrances or restrictions of any kind; and (iii) except as set forth on Schedule 6(d), or as otherwise expressly provided herein, neither Seller nor any person or entity affiliated with Seller is a party to or otherwise subject to any agreement, understanding or arrangement regarding the transfer, sale, disposition, purchase, acquisition or voting of the Stock or of the capital stock of any Subsidiary. Upon the delivery thereof to Purchaser at Closing, together with executed stock transfer forms in respect thereof, Purchaser will acquire good, marketable and valid title to the Stock free and clear of any liens, claims, encumbrances or restrictions of any kind, except for the lien under the Pledge Agreement and the Security Agreement.
Sample 1
Ownership of the Capital Stock. (a) Seller is the owner, beneficially and of record, of all of the shares of the Company Stock. Seller has good title to the Company Stock, free and clear of all Encumbrances. At the Closing, upon payment of the Purchase Price, Purchaser shall obtain good title to the Company Stock, free and clear of all Encumbrances, except those that may arise by reason of action or inaction by Purchaser.
Sample 1
Ownership of the Capital Stock. Purchaser does not beneficially own any of the capital stock of MPC.
Sample 1
Ownership of the Capital Stock. API is the sole record owner of all of the outstanding capital stock of APIL and has a 1% partnership interest in APIL Partners and has good title to such partnership interest, free and clear of all Liens (as hereinafter defined). APIL has a 47% partnership interest in DonTech I, a 50% partnership interest in DonTech II and a 99% partnership interest in APIL Partners and has good title to each such partnership interest, free and clear of all Liens. Ameritech owns, directly or indirectly though one or more wholly owned subsidiaries, all of the outstanding capital stock of API.
Sample 1
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Related to Ownership of the Capital Stock

  • 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 the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • 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 the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

  • 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 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 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 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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