Ownership and Delivery of Shares. Seller is the sole beneficial holder and record holder of all of the shares of Common Stock and has good and marketable title to such shares, free and clear of any and all covenants, conditions, restrictions, liens, security interests and claims, and has the sole and unrestricted right to vote such shares in respect of any matter submitted to the holders of such shares for a vote, including a vote to approve the transactions contemplated by this Agreement.
Ownership and Delivery of Shares. The Indemnifying Stockholder is the sole beneficial holder and record holder of the shares of Common Stock owned by the Indemnifying Stockholder as set forth on Schedule 4.2(a) and has good and marketable title to such shares, free and clear of any and all covenants, conditions, restrictions, liens, security interests and claims, and has the sole and unrestricted right to vote such shares in respect of any matter submitted to the holders of such shares for a vote, including a vote to approve the transactions contemplated by this Agreement.
Ownership and Delivery of Shares. Xxxxxx is the lawful owner of record of the Shares and the Shares being transferred by Xxxxxx are owned by Xxxxxx, free and clear of any and all pledges, security interests, liens, charges, encumbrances or adverse claims. There are no outstanding options, warrants, calls, subscriptions, agreements or commitments of any character affecting the Shares. Xxxxxx is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the shares. At the Closing against payment therefor pursuant to Section 1.2 hereof, Xxxxxx shall transfer valid title to the Shares to the Company. Upon payment therefor and delivery thereof at the Closing as provided herein, the Company will own the Shares free and clear of all claims, liens and encumbrances other than those created by the Company.
Ownership and Delivery of Shares. The Xxxxxxx Affiliates are the lawful owners of record of the Shares and the Shares being transferred by the Xxxxxxx Affiliates are owned by such entities, free and clear of any and all pledges, security interests, liens, charges, encumbrances or adverse claims. There are no outstanding options, warrants, calls, subscriptions, agreements or commitments of any character affecting the Shares except as to which the Company is a party. None of the Xxxxxxx Affiliates is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Shares.
Ownership and Delivery of Shares. The Estate is the lawful owner of record of the Shares and the Shares are owned by the Estate, free and clear of any and all pledges, security interests, liens, charges, encumbrances or adverse claims. Ther e are no outstanding options, warrants, calls, subscriptions, agreements or commitments of any character affecting the Shares. The Estate is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Shares. At the Closing, against payment therefor pursuant to Section 1.2 hereof, the Estate shall transfer valid title to the Shares to the Company. Upon payment therefor and delivery thereof at the Closing as provided herein, the Company will own the Shares free and clear of all claims, liens and encumbrances other than those created by the Company. The Estate will vote the shares at the Annual Meeting of Shareholders of the Company currently scheduled for April 23, 1998.
Ownership and Delivery of Shares. CCL owns all of the Purchased Shares free and clear of any and all pledges, security interests, liens, charges, proxies, calls or other encumbrances of any nature whatsoever. CCL's delivery of a certificate or certificates representing the Purchased Shares to Buyers pursuant to this Agreement, against payment therefor pursuant to Section 1.2 hereof, transfers valid title to such Purchased Shares to Buyers, free and clear of any and all pledges, security interests, liens, charges, proxies, calls or other encumbrances of any nature whatsoever. There are no outstanding options, warrants, calls, subscriptions, agreements or commitments of any character, except this Agreement, to which CCL is a party obligating it to sell any Purchased Shares or which restrict the transfer of any such shares held by it.
Ownership and Delivery of Shares. The Selling Shareholder owns, beneficially and of record, all of the Shares free and clear (except, with respect to 2,425,000 Shares [the "Pledged Shares"]) of any and all pledges, security interests, liens, charges or other encumbrances of any nature whatsoever. At the Effective Time, the Selling Shareholder will have transferred valid title to such Shares to Purchaser, free and clear of any and all pledges, security interests, liens, charges, agreements or commitments of any character, subject only to restrictions arising under applicable Federal and state securities laws and the rules and regulations promulgated thereunder ("Securities Laws").
