Ownership of the Company Shares. The Shareholder holds good and valid title to all of the Company Shares, free and clear of all Encumbrances. The Shareholder possesses full authority and legal right to sell, transfer and assign to Buyer the Company Shares, free and clear of all Encumbrances. Upon transfer to Buyer by the Shareholder of the Company Shares, Buyer will own the Company Shares free and clear of all Encumbrances. There are no claims pending or, to the knowledge of the Shareholder, threatened, against the Company or any of the Shareholder that concern or affect title to the Company Shares, or that seek to compel the issuance of capital stock or other securities of the Company.
Ownership of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholder.
Ownership of the Company Shares. The Seller owns and has good and marketable right, title and interest (legal and beneficial) in and to all of the Company Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying the Purchase Consideration in accordance with this Agreement, the Buyer will acquire good and marketable title to the Company Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.
Ownership of the Company Shares. Each of the Selling Shareholders is the record and beneficial owner of that number of Company Shares set forth opposite such Selling Shareholders' name in the chart annexed hereto as Schedule 6.2. Each Selling Shareholder has good and marketable title to such Company Shares, free and clear of any liens or other claims, security interests, pledges, or encumbrances of any nature whatsoever. All such Company Shares are duly authorized, validly issued, fully paid and nonassessable and each Selling Shareholder has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver its Company Shares to Buyer, and upon delivery to Buyer of the certificates representing such Company Shares, either endorsed in blank for transfer or together with appropriately executed stock powers with respect thereto, Buyer shall acquire good and marketable title to such Company Shares, free and clear of any liens or encumbrances of any nature whatsoever.
Ownership of the Company Shares. (a) Each Company Stockholder owns the Company Shares, both legally and beneficially, free and clear of any and all liens, charges or encumbrances of any kind or nature whatsoever; (b) no Company Stockholder is bound by or subject to any voting trust arrangement, proxy, voting agreement, shareholder agreement, purchase agreement or other agreement or understanding (i) granting any option, warrant, or other right to purchase all or any of the Company Shares to any person, (ii) restricting the right of such Company Stockholder to sell or convey the Company Shares, or (iii) otherwise restricting any rights of such Company Stockholder with respect to the Company Shares (including restrictions as to the voting or disposition of the Company Shares); (c) each Company Stockholder has the absolute and unrestricted right, power and capacity to sell, assign and transfer the Company Shares; and (d) upon transfer to the Purchaser of the Company Shares hereunder, the Purchaser will acquire good and valid title to the Company Shares, free and clear of any liens, charges or encumbrances.
Ownership of the Company Shares. The Purchaser is not, directly or indirectly, the registered or beneficial owner of any Company Shares.
Ownership of the Company Shares. The Shareholder warrants to TCA CRESENT that he owns 100% of the issued and outstanding common shares of the Company. The Shareholder either has not physically issued to himself or others share certificates or the certificates have been physically misplaced. Therefore, the Shareholder warrants and guarantees that he will execute a lost certificate affidavit in favor of TCA CRESENT and TCA CRESENT can rely upon that representation and by signing below TCA CRESENT agrees to accept newly issued certificates, issued to the Shareholder and then transferred to TCA CRESENT in lieu of the original shares of Company, Inc. which is defined as Company Common Stock (the “Company Shares”).
Ownership of the Company Shares. Immediately prior to effecting the cancellation of the shares held by Xxxxxxx as set forth in Section 1 hereof, Xxxxxxx owns, beneficially and of record, (i) an aggregate of 1,818,364 shares of Series B Convertible Preferred Stock of the Company held directly by Xxxxxxx, and (ii) an aggregate of 9,877,110 shares of Common Stock of the Company, including 9,752,110 shares held directly by Xxxxxxx and 125,000 shares held indirectly through Bugatti Investments Limited (an entity owned and controlled by Xxxxxxx); except for restrictions imposed by federal and state securities laws: (i) such shares are beneficially owned by Xxxxxxx free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances; (ii) Xxxxxxx has the unrestricted right and power to transfer, convey and deliver full ownership of such shares; and, (iii) upon the transfer to the Company of such shares set for in Section 1 as contemplated herein, the Company will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions.
Ownership of the Company Shares. Other than any deemed ownership in connection with the Parent Support Agreements, neither Parent nor any of its Subsidiaries or associates is, or at any time during the last three (3) years has Parent or any of its Subsidiaries or associates been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. Parent and its Subsidiaries and associates do not beneficially own any Company Shares or other securities of the Company or any options, warrants or other rights to acquire any economic interest in, the Company.
Ownership of the Company Shares. Paris is the sole holder of record and sole beneficial owner of the Paris Company Shares and Rome is the sole holder of record and sole beneficial owner of the Rome Company Shares. Paris, with respect to the Paris Company Shares, and Rome, with respect to the Rome Company Shares, has good and valid title to such Company Shares. Such Company Shares shall be, as of the Closing, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws). The applicable Company Shares are the only Capital Stock in the Company owned by such Seller. Such Seller has full right, power and authority to sell, transfer, assign and deliver the relevant Company Shares to the Buyer as provided in this Agreement, and, at the Closing, such Seller shall convey to the Buyer good, valid and marketable title to the relevant Company Shares, free and clear of any and all Encumbrances (other than transfer restrictions under applicable securities Laws). Other than the Paris Transaction Agreements, there are no outstanding options, purchase rights, rights of first refusal, warrants, calls, puts, convertible securities or other contractual obligations pursuant to which any Seller has, directly or indirectly, granted any option, warrant or other right to any Person to acquire any of the Company Shares to be sold by such Seller.
