Common use of AUTHORITY; OWNERSHIP Clause in Contracts

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.

Appears in 20 contracts

Samples: Agreement and Plan of Organization (Transportation Components Inc), Agreement and Plan of Organization (Transportation Components Inc), Merger Agreement (Transportation Components Inc)

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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 I hereto 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.

Appears in 15 contracts

Samples: Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc), Stock Purchase Agreement (Integrated Electrical Services Inc)

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 5.305.35, such Company Stock is owned free and clear of all liens, security interests, pledges, charges, voting agreements, voting trusts, contractual restrictions on transferrestrictions, encumbrances and claims of every kind.

Appears in 8 contracts

Samples: Merger Agreement (Homeusa Inc), Merger Agreement (Homeusa Inc), Merger Agreement (Homeusa Inc)

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 5.305.31, 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.

Appears in 7 contracts

Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)

AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this AgreementAgreement and constitutes the valid and binding obligation of each Stockholder, enforceable in accordance with its terms. Such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex II SCHEDULE 5.3 as being owned by such Stockholder, and, except as set forth on Schedule 5.30SCHEDULE 5.3, 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 kindEncumbrances.

Appears in 4 contracts

Samples: Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp)

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 Schedule 4.3 hereto as being owned by such Stockholder, and, except as set forth on Schedule 5.30, and 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.

Appears in 3 contracts

Samples: Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)

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 Schedule 4.31 as being owned by such Stockholder, and, except as set forth on Schedule 5.304.31, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Organization (Quanta Services Inc), Agreement and Plan of Organization (Quanta Services Inc)

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 Schedule 4.31 as being owned by such Stockholder, and, except as set forth on Schedule 5.304.31, 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.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Quanta Services Inc)

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AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right, power and authority to enter into this AgreementAgreement and constitutes the valid and binding obligation of each Stockholder, enforceable in accordance with its terms. Such Stockholder Each stockholder of the Company owns beneficially and of record all of the shares of the Company Stock identified on Annex II SCHEDULE 5.3 as being owned by such Stockholderstockholder, and, except as set forth on Schedule 5.30SCHEDULE 5.3, 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 kindEncumbrances.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Luminant Worldwide Corp)

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. Such Stockholder owns beneficially and of record all of the shares of the Company Stock identified on Annex II I hereto 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Incom Roofing Services Inc)

AUTHORITY; OWNERSHIP. Such Stockholder Stockholders has the full legal right, power and authority to enter into this Agreement. Such Stockholder Stockholders owns beneficially and of record all of the shares of the Company Stock COMPANY stock identified on Annex II I as being owned by such StockholderStockholders, and, except as set forth on Schedule 5.303.23 of the Disclosure Schedule, such Company 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.

Appears in 1 contract

Samples: Merger Agreement (1 800 Autotow Inc)

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 Schedule 5.3 hereto as being owned by such Stockholder, and, except as set forth on Schedule 5.30, and 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chemical Logistics Corp)

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 COMPANY stock identified on Annex II I as being owned by such Stockholder, and, except as set forth on Schedule 5.303.23 of the Disclosure Schedule, such Company 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.

Appears in 1 contract

Samples: Merger Agreement (1 800 Autotow Inc)

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