Company Common Stock Ownership. Neither the Parent Corporation nor any of its Subsidiaries owns any shares of Company Common Stock or any securities exercisable or exchangeable for or convertible into shares of Company Common Stock.
Company Common Stock Ownership. As of the date hereof, none of Parent, Sub or any of their “affiliates” or “associates” (as defined in Section 203 of the DGCL), beneficially own any Company Common Stock. Neither Parent nor Sub, nor any of their “affiliates” or “associates” (as defined in Section 203 of the DGCL) has been an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company at any time within three (3) years prior to the earlier of the date of this Agreement or the Tender Agreement.
Company Common Stock Ownership. The shares of Company Common Stock listed on Schedule 3(b) opposite such Designated Officer/Director Principal Stockholder’s name (i) are owned beneficially by such Designated Officer/Director Principal Stockholder; (ii) constitute all of the shares of capital stock of the Company and each Company Subsidiary that are owned beneficially by such Designated Officer/Director Principal Stockholder, and (iii) except with respect to shares of Company Common Stock indicated on Schedule 3(b) as being held in the Black Diamond Equipment, Ltd. Profit Sharing Plan (the “Company 401(k) Plan”) for the benefit of such Designated Officer/Director Principal Stockholder (the “401(k) Shares”) which are held legally and of record by the custodian thereof, are owned legally and of record by such Designated Officer/Director Principal Stockholder. Such Designated Officer/Director Principal Stockholder has all right, title and interest in and to such shares of Company Common Stock free and clear of all Liens and free of any other restriction, except for restrictions imposed by applicable securities Laws; provided, that with respect to the 401(k) Shares, the custodian under the Company’s 401(k) Plan has legal title to the 401(k) Shares for the benefit of such Designated Officer/Director Principal Stockholder and the title to and transfer of the 401(k) Shares are subject to the terms and conditions of the Company 401(k) Plan. Such Designated Officer/Director Principal Stockholder has not granted or acknowledged to any Person any Rights with respect to any shares of capital stock of the Company (other than (i) Rights granted to the custodian prior to the date hereof pursuant to the Company 401(k) Plan with respect to his 401(k) Shares and (ii) to Purchaser pursuant to any Company Stockholders’ Option Agreement executed and delivered to Purchaser by such Designated Officer/Director Principal Stockholder) and such Designated Officer/Director Principal Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement with respect to such Designated Officer/Director Principal Stockholder’s shares of capital stock of the Company with no limitations, qualifications or restrictions on such rights other than, with respect to his 401(k) Shares, any rights granted to the custodian...
Company Common Stock Ownership. The Sellers have good, absolute, and marketable title to 100,000 shares of the Company Common Stock as described herein, which constitute 100 percent of the issued and outstanding shares of the Company Common Stock. The Sellers have the complete and unrestricted right, power and authority to sell their shares of the Company Common Stock pursuant to this Agreement. The delivery of the Company Common Stock as herein contemplated will vest in EGPI good, absolute and marketable title to the shares of the Company Common Stock as described herein, free and clear of all liens, claims, encumbrances, and restrictions of every kind.
Company Common Stock Ownership. Name of Stockholder No. of Shares of Company Common Stock (other than 401(k) Shares No. of 401(k) Shares Mxxxx Xxxxxx 6,509 1,227 Mxxx Xxxxxxx 1,410 232 Sxxxx Xxxxxx 30 0 Sxxx Xxxxxxx 756 100 Pxxx Xxxxxxxx 7,952 0 Cxxxxxxxx Xxxxxx 2,041 0 Cxxxx Xxxxxx 1,160 9 Mxxxxxx Xxxxxxx 660 0 Exxxxx XxXxxx 158 0 Pxxxxxx Xxxxx, Xx. 1751 0
Company Common Stock Ownership. The shares of Company Common Stock listed on Schedule 3.02 of the Company Disclosure Schedule opposite such Signing Shareholder's name (i) are owned legally, beneficially and of record by such Signing Shareholder; and (ii) constitute all of the shares of Company Common Stock owned legally, beneficially or of record by such Signing Shareholder. Except as set forth on Schedule 3.02 of the Company Disclosure Schedule, such Signing Shareholder has not granted to any Person any rights (including without limitation proxy rights or options with respect to any shares of Company Common Stock) and such Signing Shareholder is not a party to any stockholder agreement, voting trust or other similar Contract with respect to such shares. Except as set forth on Schedule 3.02 of the Company Disclosure Schedule, the shares of Company Common Stock owned by such Signing Shareholder are not subject to any preemptive rights or rights of first refusal or any other rights pursuant to any Contract, arrangement or understanding entered into or acknowledged by such Signing Shareholder. Such Signing Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth herein, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to such Signing Shareholder's shares of Company Common Stock, with no limitations, qualifications or restrictions on such rights. Except as set forth on Schedule 3.02 of the Company Disclosure Schedule, such Signing Shareholder has no claim against the Company or any of its officers, directors, the other Signing Shareholder or any other Person with respect to the issuance of any shares of Company Common Stock. Such Signing Shareholder has not commenced nor does such Principal Shareholder intend to commence a voluntary case or other proceeding, and no involuntary case or other proceeding has been commenced against such Principal Shareholder seeking liquidation or other relief with respect to its debts under any bankruptcy, insolvency or other similar Law.
