Ownership of the Notes. Such Purchaser is the record and beneficial owner of, and has good and valid title to, such Purchaser’s Notes, free and clear of all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Agreement or the Transaction Documents), without the consent or approval of, or any other action on the part of, any other Person. Other than the transactions contemplated by this Agreement, there is no outstanding contract, vote, plan, pending proposal or other right of any Person to acquire such Purchaser’s Notes or any portion thereof.
Ownership of the Notes. The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws. Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws. The Notes represent all of the Senior Convertible Notes owned and held by the Seller.
Ownership of the Notes. Such Purchaser is the record and beneficial owner of, and has good and valid title to, such Purchaser’s Exchanged Securities, free and clear of all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Agreement or the Indenture (as defined below) and other than pledges or security interests that such Purchaser may have created in favor of a prime broker under and in accordance with its prime brokerage account with such broker), without the consent or approval of, or any other action on the part of, any other Person. Other than the transactions contemplated by this Agreement, there is no outstanding contract, vote, plan, pending proposal or other right of any Person to acquire such Purchaser’s Notes or any portion thereof. Such Purchaser has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Securities or its rights in its Exchanged Securities, or (b) except, as would not materially and adversely affect the ability of such Purchaser to consummate the transactions contemplated hereby, given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Securities. Upon such Purchaser’s delivery of its Exchanged Securities to the Borrower pursuant to the Exchange, such Exchanged Securities shall be free and clear of all Liens created by such Purchaser. (g) Accredited Investor/Qualified Institutional Buyer. Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. Such Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act. Such Purchaser understands the economic risk of its investment in the Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Exchange Shares.
Ownership of the Notes. Each Holder (x) is the holder of record and beneficial owner of the aggregate principal amount of the Notes set forth on such Holder’s signature page hereto and owns such Notes free and clear of all Liens (other than Liens that shall be released prior to Closing) and (y) owned the Notes prior to the commencement of any discussions with the Company or any of its advisors or agents regarding the Debt Exchange. Except as provided in this Agreement, such Holder is not party to, and such Holder’s Notes are not otherwise subject to, any option, warrant, purchase right, or other contract or commitment that could require such Holder to Transfer its Notes; provided, however, that nothing herein shall preclude sales, transfers or dispositions of the Holder’s Notes and rights hereunder to the extent permitted pursuant to Section 1(g).
Ownership of the Notes. Each Noteholder is, and at all times since the effective date thereof has been, the beneficial owner of all of the Notes exchanged by such Noteholder hereunder, free and clear of any adverse claim, mortgage, pledge, lien, encumbrance, option, charge or other security interest that would prevent such Noteholder’s compliance with its obligations hereunder. Such Noteholder has the sole right and power to vote and dispose of the Notes, and none of such Notes is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Notes, except for this Agreement.
Ownership of the Notes. Prior to due presentment of any Note for registration of transfer, the Person in whose name such Note is registered with the Registrar shall be deemed the owner thereof for all purposes of this Agreement, and payment of the principal or of interest on such Notes shall be made only to, or upon the order in writing of, such registered Noteholder subject, however, to the provisions hereof on the closing of the register of the Notes on a Record Date for purposes of any Payment Date or in connection with the redemption or early redemption of the principal. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Notes to the extent of the sum or sums so paid.
Ownership of the Notes. The Seller holds all of the legal, beneficial and defensible title to the Notes, free and clear of any all Liens. Upon the transfer of the Notes hereunder to the Purchaser, the Purchaser will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens.
Ownership of the Notes. Each Priveco Noteholder owns, beneficially and of record, good and marketable title to the Note in the principal amount set forth opposite such Priveco Noteholder’s name in Column II on Annex II attached hereto, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or voting agreements. Each Priveco Noteholder represents that they have no right or claims whatsoever to any equity interests of Priveco, other than pursuant to the Note held by such Priveco Noteholder, and does not have any options, warrants or any other instruments entitling him to exercise or purchase or convert into additional equity interests of Priveco. At the Closing, Priveco Noteholders will convey to Pubco good and marketable title to the Notes, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, Noteholders’ agreements or restrictions.
Ownership of the Notes. The Seller is the beneficial owner of the Notes in the principal amount set forth by its name on Schedule 1 hereto and, upon sale and delivery of the Notes to the Purchaser and upon payment by the Purchaser as provided herein, the Seller will convey to the Purchaser good and marketable title to the Notes, free and clear of all Liens other than Liens, created by the Purchaser, if any.
Ownership of the Notes. Such Purchaser is the record and beneficial owner of, and has good and valid title to, such Purchaser’s Tranche 1 Note, free and clear of all Liens, and has full power to dispose thereof and to exercise all rights thereunder (other than as restricted by this Agreement), without the consent or approval of, or any other action on the part of, any other Person. Other than as contemplated by this Agreement, there is no outstanding contract, vote, plan, pending proposal or other right of any Person to acquire such Purchaser’s Tranche 1 Note or any portion thereof.
