Title to Subject Securities. As of the date hereof, Stockholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of issued and outstanding shares of Company Common Stock set forth below Stockholder's name on the signature page hereof, and the number of options, warrants and other rights to acquire shares of Company Common Stock set forth below Stockholder's name on the signature page hereof, and does not directly or indirectly Own, any shares of capital stock of the Company, or any option, warrant or other right to acquire any shares of capital stock of the Company, other than the shares and options, warrants and other rights set forth below Stockholder's name on the signature page hereof.
Title to Subject Securities. Seller is the beneficial and record owner of all of the Subject Securities and at the Closing will deliver to the Buyer good and marketable title to such Subject Securities free and clear of all Encumbrances.
Title to Subject Securities. As of the date hereof, Stockholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of issued and outstanding shares of Company Common Stock and Company Preferred Stock set forth below Stockholder's name on the signature page hereof, and the number of options, warrants and other rights to acquire shares of Company capital stock set forth below Stockholder's name on the signature page hereof, and does not directly or indirectly Own, any shares of capital stock of the Company, or any option, warrant or other right to acquire any shares of capital stock of the Company, other than the shares, options, warrants and other rights set forth below Stockholder's name on the signature page hereof.
Title to Subject Securities. As of the date hereof and at all times during the Support Period (except with respect to any Subject Securities Transferred in compliance with this Agreement or accepted for payment pursuant to the Offer), Stockholder (a) beneficially owns (as defined in Rule 13d-3 under the Exchange Act), free and clear of any Encumbrance (other than Encumbrances that would not adversely affect in any material respect the ability of Stockholder to perform Stockholder’s obligations hereunder), the Subject Securities set forth on Schedule A to this Agreement, and (b) except as set forth in Schedule A hereto, does not hold or have any ownership interest in any other Common Shares or any performance based stock awards, restricted stock, restricted stock units, options (including any granted pursuant to the Company Equity Incentive Plans), or other rights or securities convertible into or exercisable or exchangeable for Common Shares.
Title to Subject Securities. As of the date hereof, Stockholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of outstanding shares of capital stock of the Company specified below Stockholder's name on the signature page hereof, and the number of options and other rights to acquire shares of Company Common Stock specified below Stockholder's name on the signature page hereof, and Stockholder does not directly or indirectly Own any other securities of the Company.
Title to Subject Securities. As of the date hereof, Shareholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of issued and outstanding Company Ordinary Shares set forth below Shareholder's name on the signature page hereof, and the number of options, warrants and other rights to acquire Company Ordinary Shares set forth below Shareholder's name on the signature page hereof, and does not directly or indirectly own, any Company Ordinary Shares, or any option, warrant or other right to acquire any Company Ordinary Shares, other than the shares and options, warrants and other rights set forth below such Shareholder's name on the signature page hereof.
Title to Subject Securities. As of the date hereof, each of the Shareholders Own in the aggregate (including shares owned of record and shares owned beneficially), free and clear of any Encumbrance (except for vesting conditions applicable to stock options that have not yet been exercised by such Shareholder), the number of issued and outstanding shares of Company Common Stock set forth below such Shareholder’s name on the signature page hereof, and the number of options, warrants and other rights to acquire shares of Company Common Stock set forth below such Shareholder’s name on the signature page hereof, and do not directly or indirectly Own any shares of capital stock of the Company, or any option, warrant or other right to acquire any shares of capital stock of the Company, other than the shares and options, warrants and other rights set forth below such Shareholder’s name on the signature page hereof.
Title to Subject Securities. Such Seller is the beneficial and record owner of the respective Units set forth opposite its or his name on Exhibit 1.1, free and clear of all Liens, and at the Closing will deliver to the Buyer good and valid legal title to the Units held by it or him free and clear of all Liens. Such Seller is the beneficial and record owner of the respective Options (if any) set forth opposite his name on Exhibit 1.1 free and clear of all Liens and, at the Closing, will deliver to TCI all right, title and interest of such Seller in and to the Options held by it free and clear of all Liens for cancellation by TCI. Except for the Operating Agreement, such Seller is not a party to any option, warrant, purchase right or other Contract that could require such Seller to sell, transfer or otherwise dispose of any Subject Securities or Options held by such Seller.
Title to Subject Securities. As of the date hereof, Stockholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of outstanding shares of capital stock of the Company specified below Stockholder's name on the signature page hereof (the "Stockholder's Shares"), and the number of options, warrants and other rights to acquire shares of Company Common Stock specified below Stockholder's name on the signature page hereof (the "Stockholder's Options"), and Stockholder does not directly or indirectly Own any other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company, other than the shares and options, warrants and other rights set forth on the signature page hereof. For the purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the Stockholder Owns all of the Stockholder's Shares and all of the Stockholder's Options as its own ultimate parent Entity.
Title to Subject Securities. The Supporting Party is the registered and beneficial owner of, or the beneficial owner exercising control or direction over, the Subject Securities, with good and valid title thereto. The Supporting Party has the sole right to vote all of the Subject Securities, subject to the provisions of the articles and bylaws of the Company (the “Articles”). The Supporting Party is not currently obligated to grant nor has it granted or has any proxy outstanding in respect of any of the Subject Securities. None of the Subject Securities are subject to any agreement, arrangement or restriction with respect to the voting thereof, except as contemplated by this Agreement and the Legacy Shareholders Agreement. The Supporting Party is not the registered or beneficial owner of, nor does it exercise control or direction over, any Company Shares other than the Subject Securities. Other than pursuant to the Legacy Shareholders Agreement, the Supporting Party has no agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Supporting Party or transfer to the Supporting Party of additional Company Shares. No Person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual), capable of becoming an agreement or option for the purchase, acquisition or transfer from the Supporting Party of any of the Subject Securities except pursuant to this Agreement or as expressly provided in the terms of the Legacy Shareholders Agreement.
