Entire Ownership Sample Clauses

Entire Ownership. Other than the Shares and other than 500 shares of Common Stock of the Company owned by a director of Lawter, neither Lawter nor any of its Affiliates (as defined belox) xxxeficially xxxx, directly or indirectly, any securities issued by the Company. Since September 15, 1995, the date of Lawter's last amendment to its Schedule 13D, neither Lawter nor axx xx xxs Affiliates has (i) directly or indirectly, xxxxxxsed or sold any shares of the Common Stock of the Company o r (ii) caused or encouraged any Person (as defined below) to purchase or sell any such shares.
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Entire Ownership. The Shares constitute the only equity securities of the Company held by Seller.
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Entire Ownership. Other than the Shares, Olson does not beneficially own, directly or indirectly, any securitixx xxsued by the Company. From the date of this Agreement up to and including the Closing Date, Olson will not acquire any additional securities of the Company.
Sample 1
Entire Ownership. Other than the Shares and other than 500 shares of Common Stock of the Company owned by a director of Xxxxxx, neither Xxxxxx nor any of its Affiliates (as defined below) beneficially owns, directly or indirectly, any securities issued by the Company. Since September 15, 1995, the date of Xxxxxx'x last amendment to its Schedule 13D, neither Xxxxxx nor any of its Affiliates has (i) directly or indirectly, purchased or sold any shares of the Common Stock of the Company or (ii) caused or encouraged any Person (as defined below) to purchase or sell any such shares.
Sample 1
Entire Ownership. Other than the Shares as set forth on Exhibit A hereto, neither Xxxxxxx nor any Xxxxxxx Affiliate (including any Affiliate thereof) beneficially owns, directly or indirectly, any securities issued by the Company. From the date of this Agreement up to and including the date on which Xxxxxxx and the Xxxxxxx Affiliates have satisfied his and their requirements under Section 1.1 of this Agreement, Xxxxxxx and each Xxxxxxx Affiliate agrees to provide an updated Exhibit A within two (2) days of any change in the information contained on Exhibit A.
Sample 1
Entire Ownership. Upon the sale and transfer of the Shares as contemplated in this Agreement, Purchaser will acquire the entire ownership of and any and all existing rights, interests, and participation in the Group Companies and will have good and marketable title to the Shares, free and clear of any liens.
Sample 1
Entire Ownership. Other than (a) the Shares, (b) an aggregate of 1,783,137 shares of Common Stock of the Company owned by Terra, and (c) an aggregate of 1,328,487 shares of Common Stock of the Company owned by the Foundation, neither the Est ate nor any of its Affiliates (as defined below) beneficially owns, directly or indirectly, any securities issued by the Company. Since February 19, 1998, the date of Terra's last amendment to his Schedule 13D, neither the Estate nor any of its Affi liates has (i) directly or indirectly, purchased or sold any shares of the Common Stock or (ii) caused or encouraged any Person (as defined below) to purchase or sell any such shares except as disclosed in its Schedule 13D referred to above. ARTICLE3.
Sample 1
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Related to Entire Ownership

  • Ownership All records required to be maintained and preserved by the Trust pursuant to the provisions or rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Adviser on behalf of the Trust are the property of the Trust and shall be surrendered by the Adviser promptly on request by the Trust; provided, that the Adviser may at its own expense make and retain copies of any such records.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

  • Ownership and Use (a) The Company is the legal and beneficial owner of all the Intellectual Property Rights listed in parts 1 and 3 of schedule 4.

  • Ownership/No Claims Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, in each case that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Restrictions on Ownership The Series A Preferred Partnership Units shall be owned and held solely by the General Partner.

  • Ownership Rights Ownership rights with respect to property utilized in connection with the parties’ use of the BNYM System shall be governed by applicable provisions of Schedule C.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Ownership and Control The Performance Guarantor shall continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock and other equity interests of the Servicer, each Originator and the Borrower. Without limiting the generality of the foregoing, the Performance Guarantor shall not permit the occurrence of any Change in Control.

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