No Prior Ownership Clause Samples
The No Prior Ownership clause establishes that the party making a representation does not have any pre-existing ownership rights or claims over certain assets, intellectual property, or materials involved in the agreement. In practice, this means the party affirms that they have not previously owned, assigned, or encumbered the relevant property, and that no third party holds conflicting rights. This clause is essential for ensuring that the recipient of the property or rights receives them free of undisclosed claims, thereby reducing the risk of future disputes over ownership.
No Prior Ownership. Prior to the Closing, the Purchaser does not have record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any shares of the Company’s Common Stock.
No Prior Ownership. To the best knowledge of the Acquiror and Newco, none of the Acquiror, Newco or any of their respective affiliates, beneficially or of record owns any shares of Common Stock of the Company, other than shares of Common Stock, if any, held by or for the account of employees or former employees of the Acquiror, Newco or any of their respective affiliates pursuant to any of such employees' employee benefit plans or arrangements.
No Prior Ownership. The Shareholders jointly and severally represent and warrant to the Company that, as of the date hereof, the only Equity Securities or other securities (including convertible securities) of the Company owned or Beneficially Owned by any Shareholder is the Shareholder Common Stock.
No Prior Ownership. As of the date of this Agreement and as of the Initial Closing, except as set forth on Schedule 3.5, each Investor does not have record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any shares of the Company’s Common Stock.
No Prior Ownership. As of the date hereof and as of immediately prior to the Closing, the Purchaser does not have record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any shares of the Company’s Common Stock. Since August 24, 2018, neither Purchaser nor any affiliate or associate (within the meaning of Nevada Revised Statutes 78.412 and 78.413, respectively) of the Purchaser was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding shares of the Company.
No Prior Ownership. Prior to the Closing, each Purchaser does not have record or beneficial ownership of any shares of the Company’s Class A Common Stock; provided that no Purchaser shall be deemed to own any shares of the Company’s Class A Common Stock as a result of the record or beneficial ownership of such shares by any of its Affiliates.
No Prior Ownership. As of the date hereof and as of immediately prior to the Closing, other than 251,727 shares of Common Stock owned by an affiliate of the Purchaser, the Purchaser does not have record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any shares of the Company’s Common Stock.