AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this Agreement. Such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex II as being owned by such Stockholder, and, except as set forth on Schedule 5.30, such Company Stock is owned free and clear of all liens, security interests, pledges, voting agreements, voting trusts, contractual restrictions on transfer, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. Such STOCKHOLDER has the full legal right, power and authority to enter into this Agreement. Such STOCKHOLDER owns beneficially and of record all of the shares of the COMPANY Stock identified on Annex IV as being owned by such STOCKHOLDER, and, except as set forth on Schedule 5.3, such COMPANY Stock is owned free and clear of all liens, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this Agreement, and this Agreement is a legal, valid and binding obligation of such Stockholder, enforceable against the Stockholder in accordance with its terms. Except as set forth on Schedule 5.33(a), the execution and delivery of this Agreement by such Stockholder does not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of such Stockholder under any of the terms, conditions or provisions of (i) the Charter Documents of the Company, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to such Stockholder or any of such Stockholder's properties or assets, or (iii) any lease, instrument, agreement, license or permit to which such Stockholder is now a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound or affected. Except for (i) any filings to be made with the SEC pursuant to the 1933 Act and any state securities authorities in connection with the offer and sale of AmPaM Stock and AmPaM Notes pursuant to this Agreement, (ii) any filing required to be made under the Hart-Xxxxx Xxx in connection with the transactions contemplated by this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby. Except as set forth on Schedule 5.33(b), such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex I hereto as being owned by such Stockholder, and, such Company Stock is owned free and clear of all liens, security interests, pledges, charges, voting trusts, voting agreements, restrictions, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. Such STOCKHOLDER has the full legal right, power and authority to enter into this Agreement. Such STOCKHOLDER owns beneficially and of record all of the shares of the COMPANY stock identified on Annex IV as being owned by such STOCKHOLDER, and, except as set forth on the Schedule 5.29, such COMPANY Stock is owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power and authority to enter into this Agreement. Upon the date of this Agreement and immediately prior to the Closing Date, each Stockholder owns of record all of the shares of capital stock of the Company identified on Schedule 6.5 as being owned by such Stockholder. The conversion of Company Stock into UniCapital Stock and cash pursuant to the provisions of this Agreement will vest in UniCapital valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, security interests, pledges, charges, voting trusts, equities, restrictions, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. The U.K. Stockholder has the full legal right, power and authority to enter into this Agreement. The U.K. Stockholder is the registered and beneficial owner with full title guarantee of the shares of the Company Stock identified in Schedule 5.3 as being owned by the U.K. Stockholder and neither owns nor has any right, title or interest in or to any other Company Stock, and, except as set forth on Schedule 5.29, such Company Stock is owned free and clear of all Encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. 39 5.37 Pre-emptive Rights....................................................39
AUTHORITY; OWNERSHIP. Each Stockholder has the full legal right, power -------------------- and authority to enter into this Agreement. Each Stockholder owns beneficially and of record all of the shares of Company stock identified on Annex II as being owned by such Stockholder. The conversion of Company Stock into USFloral Stock and cash pursuant to the provisions of this Agreement will transfer to USFloral valid title in the shares of Company Stock owned by such Stockholder, free and clear of all liens, encumbrances and claims of every kind.
AUTHORITY; OWNERSHIP. Each party will have full and exclusive authority to negotiate with each customer to establish, modify, terminate or extend the terms and conditions of any agreement or arrangement for the provision of Processing Services or Banking Services, as applicable, with such customer. Each party understands and agrees that it will in no way be responsible for, have an ownership interest in, or be a party to the agreements or arrangements between the other party and its customers, except as may be governed under a separate agreement between Bank and Company for Card Association clearing, settlement and sponsorship services. Agreements and arrangements with customers and the rights and obligations thereunder may be modified, terminated or assigned by the party that entered into such agreement or arrangement, in whole or in part, in their sole discretion, subject only to specific limitations, if any, established in the applicable agreement or arrangement. This Section 4.7 will not be read to override any separate agreement made by the parties with respect to such matters.
AUTHORITY; OWNERSHIP. Seller has the full legal right, power, and authority to enter into this Agreement. Seller owns beneficially (subject to any community property interest of his or her spouse) and of record the Company Shares as described in this Agreement and the Company Shares owned by Seller are owned free and clear of all Liens other than standard state and federal securities laws private offering restrictions.
