No Prior Ownership Sample Clauses

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.
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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.
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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 Xxxxx.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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Related to No Prior Ownership

  • No Prior Agreements Employee hereby represents and warrants to the Company that the execution of this Agreement by Employee and his employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former employer, client or any other person or entity. Further, Employee agrees to indemnify the Company for any claim, including, but not limited to, attorneys' fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against the Company based upon or arising out of any non-competition agreement, invention or secrecy agreement between Employee and such third party which was in existence as of the date of this Agreement.

  • No Prior Offer The Mortgage Loan has not previously been offered for sale;

  • No Prior Assignments The Parties separately represent and warrant that they have not directly or indirectly assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity and portion of any liability, claim, demand, action, cause of action, or right released and discharged by the Party in this Settlement.

  • No Prior Assignment There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

  • No Prior Encumbrances Borrower has good and indefeasible title to the Collateral, free and clear of Liens, except for Permitted Liens.

  • No Prior Activities Except for obligations or liabilities incurred in connection with its incorporation or organization or the negotiation and consummation of this Agreement and the transactions contemplated hereby (including any financing), Merger Sub has not incurred any obligations or liabilities, and has not engaged in any business or activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person or entity.

  • No Prior Restrictions Employee affirms and represents that Employee is under no obligations to any former employer or other third party which is in any way inconsistent with, or which imposes any restriction upon, the employment of Employee by Employer, or Employee's undertakings under this Agreement.

  • No Prior or Other Agreements; Broker Disclaimer This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. Each Broker shall be an intended third party beneficiary of the provisions of this Paragraph 22.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Effect on Prior Agreements Except for amendments to this Agreement, this Agreement contains the entire understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive.

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