Common use of No Claim Regarding Stock Ownership or Sale Proceeds Clause in Contracts

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Peak Resorts Inc), Agreement and Plan of Merger (Aduddell Industries Inc), Agreement and Plan of Merger (Aduddell Industries Inc)

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No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 7 contracts

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (Nortech Systems Inc), Stock Purchase Agreement (Tower Tech Holdings Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 7 contracts

Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (NF Energy Saving Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 5 contracts

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/), Stock Purchase Agreement (Smith Micro Software Inc), Stock Purchase Agreement (Aladdin Systems Holdings Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of in the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 5 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (China Liberal Education Holdings LTD), Stock Purchase Agreement (BOQI International Medical, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Company or any of the CompanySubsidiary, or (b) is entitled to all or any portion of the Purchase Price payable for the Sharesmerger consideration.

Appears in 5 contracts

Samples: Agreement and Plan (Transit Group Inc), Stock Purchase Agreement (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, in any of the Acquired Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 4 contracts

Samples: Stock Purchase Agreement (China Liberal Education Holdings LTD), Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable Merger consideration provided for the Sharesherein.

Appears in 3 contracts

Samples: Agreement and Plan (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan (Transit Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 3 contracts

Samples: Confidential Stock Purchase Agreement (Crocs, Inc.), Stock Purchase Agreement (Morton Industrial Group Inc), Stock Purchase Agreement (Morton Industrial Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the CompanyAssist, or (b) is may be entitled to all or any portion of the Purchase Price payable for the or Cayenta Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Titan Corp), Stock Purchase Agreement (Cayenta Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, the Corporation or any of the CompanySubsidiary, or (b) is entitled to all or any portion of the Purchase Price payable for the Corporation Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (National Vision Associates LTD), Stock Purchase Agreement (Lineo Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Subject Company, or (b) is entitled to all or any portion of the Purchase Price Consideration payable for the SharesStock.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There Except as set forth on Part 3.1 of the Disclosure Letter, there must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Agreement and Plan (Infospace Com Inc), Infospace Com Inc

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dreams Inc), Stock Purchase Agreement (Vdi Media)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Version Stock Purchase Agreement (Lecg Corp), Stock Purchase Agreement (Ansoft Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Acquired Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Synnex Corp), Stock Purchase Agreement (Integrated Orthopedics Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No claim shall have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, equity or ownership interest in, any of the CompanyCompany Group Member, or (b) is entitled to all or any portion of the Purchase Price payable for the Closing Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Products & Chemicals Inc /De/), Stock Purchase Agreement (Air Products & Chemicals Inc /De/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person who is not a Seller any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable Buyer Shares being issued in exchange for the Company’s Shares.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the Company, or (b) is may be entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 2 contracts

Samples: Agreement and Plan (Edgewater Technology Inc/De/), Stock Purchase Agreement (OMNICELL, Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Seller or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares, except as has been orally disclosed to Buyer.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Elite Technologies Inc /Tx/), Stock Purchase Agreement (Concap Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Capital Stock of, or any other voting, equity, or ownership interest in, any of the Company, or (bii) is entitled to all or any portion of the Purchase Price payable for the Purchased Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Us Xpress Enterprises Inc), Stock Purchase Agreement (Us Xpress Enterprises Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, the Shares or any stock of, or any other voting, equity, or ownership interest in, any of the CompanyXxxx, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cardiotech International Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyRHL, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natural Alternatives International Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any of the CompanyCompanies, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rurban Financial Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standex International Corp/De/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person (other than the Sellers) any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Parcel Service Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not --------------------------------------------------- have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than Sellers) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: 11 Stock Purchase Agreement (Master Graphics Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock equity securities of, or any other voting, equity, or ownership interest in, the Company or any of Subsidiary, including the CompanyShares, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesMerger Consideration.

Appears in 1 contract

Samples: Agreement of Merger (ExlService Holdings, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made be pending or Threatened threatened in writing by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Company Stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (HealthSpring, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Encore Bancshares Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for all of the SharesStock.

Appears in 1 contract

Samples: Original Purchase Agreement (Tradestar Services, Inc.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not --------------------------------------------------- have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Company or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any bona fide claim asserting that such Person Person: (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, equity or ownership interest in, any of the Company, PCB Arizona; or (b) is entitled to all or any portion of the Purchase Price consideration payable under the terms of this Agreement for the Acquired Shares.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Premier Commercial Bancorp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyTarget, or (b) is entitled to all or any portion of the Purchase Price Merger Consideration payable for the SharesTarget Stock or any other amounts payable under this Agreement, including without limitation, under Article III.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Us Search Corp Com)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, MFSC or any of the Companyits Subsidiaries, or (b) is entitled to all or any portion of the Purchase Price Merger Consideration payable for the SharesMFSC Non-Voting Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corporate Staffing Resources Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the record holder or the beneficial owner of, or has the right to acquire or to obtain record or beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price Consideration payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perry-Judds Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a1) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Securities or (b2) is entitled to all or any portion of the Purchase Price amounts or securities payable or issuable in exchange for the SharesSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Red Cube International Ag)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, the Shares or any other voting, equity, or ownership interest in, any of the CompanyNote, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock and Note Purchase Agreement (Compass Group Diversified Holdings LLC)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price Merger consideration payable for the WaterEye Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Open Energy Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price consideration payable for the SharesCompany Common Stock hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simulations Plus Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There Other than as provided for herein, there must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of in the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any written credible claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Shares or (b) is entitled to all or any portion of the Purchase Price payable for the SharesConsideration.

Appears in 1 contract

Samples: Stock & Note Purchase Agreement (Sorensen Trust)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been be any claim made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares, in each case, that conflicts with the information provided in Schedule 3.1 hereto.

Appears in 1 contract

Samples: Employment Agreement (Natrol Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any material amount of stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (b) is entitled to all or any material portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quiksilver Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, securities of any of the CompanyAcquired Corporations, or (b) is may be entitled to all or any portion of the Purchase Price payable for the SharesAggregate Transaction Value.

Appears in 1 contract

Samples: Share Purchase Agreement (Rackable Systems, Inc.)

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No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the Company, Seller or (b) is may be entitled to all or any portion of the Purchase Price payable for the SharesTotal Consideration.

Appears in 1 contract

Samples: Escrow Agreement (Alteon Websystems Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than the Seller or their successors in interest) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, equity or ownership interest in, the Company or any of the Company, its Subsidiaries or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Beckman Coulter Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must --------------------------------------------------- not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of CTI or the CompanyProperty, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sba Communications Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any bona fide claim asserting that such Person Person: (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, equity or ownership interest in, any of the Company, Granite; or (b) is entitled to all or any portion of the Purchase Price consideration payable under the terms of this Agreement for the Acquired Shares.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Bank Holdings)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the Company, or (b) is may be entitled to all or any portion of the Purchase Price payable purchase price for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Isonics Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyInterests, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: V Purchase Agreement (Atlas Industries Holdings LLC)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesInterests.

Appears in 1 contract

Samples: Equity Purchase Agreement (Polymedica Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Capital Stock of, or any other voting, equity, or ownership interest in, any of the CompanyTotal Companies, or (bii) is entitled to all or any portion of the Purchase Price payable for the Purchased Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Us Xpress Enterprises Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person or entity any claim asserting that such Person person or entity (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nortek Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than Sellers with respect to the Shares) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Acquired Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qad Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Companyin HoldCo, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Holdco Stock Purchase Agreement (Scientific Technologies Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyCompany , or (b) is entitled to all or any portion of the Purchase Price payable for the Sharesstock purchase consideration.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transit Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyShares, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesPrice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Firearms Training Systems Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Management Network Group Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must shall not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of in the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Company Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lineo Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, Acquired Companies or (b) is entitled to all or any portion of the Purchase Price payable for the SharesCompany Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (A Consulting Team Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim Claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of Com-Net or the CompanyProperty, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sba Communications Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, revenue, profits, or ownership interest in, any either of the CompanyCompanies, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Option Agreement (Transatlantic Petroleum Ltd.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person (other than the Sellers or their successors in interest) any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must --------------------------------------------------- not have been made or Threatened by any Person any claim (a) asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest inin the Company and (b) that is reasonably likely to have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesContemplated Transactions.

Appears in 1 contract

Samples: Share Exchange Agreement (Infospace Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made be pending or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupitermedia Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock Stock of, or any other voting, equity, or ownership interest in, any of the CompanyWHL, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesStock.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, revenue, profits, or ownership interest in, any of the CompanyCompany or the Branch, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of Parent or the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Parent Shares or Company Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emrise CORP)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (ai) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyAcquired Companies, or (bii) is entitled to all or any portion of the Purchase Price payable for the Shares.. Share Purchase Agreement – Page 52

Appears in 1 contract

Samples: Share Purchase Agreement (Key Technology Inc)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened threatened by any Person person any claim asserting that such Person person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyHHI, or (b) is entitled to all all, any or any greater portion of the Purchase Price payable for the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Griffon Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not No Person shall have been made or Threatened by any Person threatened any claim asserting that such Person (a) is may be the holder or the beneficial owner of, or has may have the right to acquire or to obtain beneficial ownership of, any capital stock of, or any other voting, equity, or ownership interest in, any securities of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the SharesHavoc.

Appears in 1 contract

Samples: Stock Exchange Agreement (American Enterprise Development Corp)

No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the CompanyICRM, or (b) is entitled to all or any portion of the Purchase Price capital contributions payable for the Shares.

Appears in 1 contract

Samples: Joint Venture and Subscription Agreement (Silver King Resources Inc)

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