Ownership and Transfer of Securities. The Seller is the sole beneficial owner of the Securities, which represent the only outstanding limited liability company interests in or other equity securities of the Target Companies. The Securities are owned by the Seller free and clear of all liens, claims, encumbrances or restrictions on transfer of any kind. Upon the sale, transfer, assignment and delivery of the Securities in accordance with the terms of this Agreement, the Purchasers will acquire good and marketable title to the Securities, free and clear of all liens, claims, encumbrances or restrictions
Ownership and Transfer of Securities. Such Seller is the record and beneficial owner of the Securities indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Other than as provided in the Seller Stockholders Agreement, such Seller has the corporate or individual power and authority to sell, transfer, assign and deliver the Securities as provided in this Agreement, and such delivery will convey to Purchaser good and marketable title to such Securities, free and clear of any and all Liens.
Ownership and Transfer of Securities. (i) Immediately prior to the execution and delivery of this Agreement, the Seller legally, equitably and beneficially owns, and holds all right, title and interest (whether of record, beneficially or otherwise) in or to, the Securities. There is no outstanding option, warrant, right, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to purchase or otherwise acquire any of the Securities. As of the execution and delivery of this Agreement, valid title to all of the Securities will be transferred to, and vest in, the Company, free and clear of all liens and encumbrances (other than restrictions arising under securities laws).
Ownership and Transfer of Securities. Each Seller is the record and beneficial owner of the Securities indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens, and such Securities constitute all of the outstanding equity interests of the Companies; provided, however, that CSG International as general partner of CSG Netherlands CV holds legal title to CSG Technology and CSG Netherlands on behalf of, and for the benefit of, CSG Netherlands CV. Each Seller, and with regard to CSG Netherlands CV, acting through its general partner of CSG International, has the power and authority to sell, transfer, assign and deliver the Securities owned by it as provided in this Agreement, and such delivery will convey to Purchaser good and marketable title to such Securities, free and clear of any and all Liens.
Ownership and Transfer of Securities. A register shall be kept at the principal office of the Trust or an office of a Transfer Agent which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class held by each Shareholder and a record of all transfers of Shares. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. No Shareholder shall be entitled to payments of any distributions nor to notice given, until the Shareholder has given its address to such officer or agent as shall keep the register. All Shares shall be uncertificated except as the Trustees may otherwise authorize. Except as otherwise provided by the Trustees, Shares shall be transferable on the records of the Trust only by the record holder or by that xxxxxx's duly authorized agent, upon delivery to the Trustees or the Transfer Agent of a duly executed instrument of transfer in such form and accompanied by such evidence of the genuineness of such execution and authorization and of such other matters as may be required by the Trustees or Transfer Agent. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record at the time of the delivery shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any Transfer Agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.
Ownership and Transfer of Securities. (A) At all times until the time of the Preferred Stock Exchange and the Reverse Split, Holdings will be the sole legal, beneficial and record owner of such number of shares of Common Stock and 8.5% Cumulative Preferred Stock, par value $.01 per share (the "8.5% Preferred Stock"), of the Company as will be sufficient, after giving effect to the Telecom Merger, the Preferred Stock Exchange and the Reverse Split, to permit Holdings to distribute to such Selling Shareholder a number of shares of Common Stock equal to or greater than the number of shares of Common Stock to be sold by such Selling Shareholder to the Underwriters pursuant to this Agreement, and such shares will at all such times be owned by Holdings free and clear of any security interest, mortgage, pledge, lien, encumbrance, charge, claim or equity of any kind, other than a security interest in and pledge of such shares to secure borrowings and other amounts due under the Existing Credit Agreement (which security interest and pledge will be released prior to the delivery of the Securities to the Underwriters at the Closing Time) and other than pursuant to this Agreement; (B) immediately after giving affect to the Preferred Stock Exchange and the Reverse Split, Holdings will be the sole legal, beneficial and record owner of the Securities to be sold by such Selling Shareholder under this Agreement; (C) at the Closing Time and at each Date of Delivery (if any), and immediately prior to and at the time that the Securities to be sold by such Selling Shareholder to the Underwriters at the Closing Time or such Date of Delivery (if any), as the case may be, are delivered to the Underwriters pursuant to this Agreement, such Selling Shareholder will be the sole legal, beneficial and record owner of such Securities, free and clear of any security interest, mortgage, pledge, lien, encumbrance, charge, claim or equity of any kind (including, without limitation, any security interest, pledge or lien arising under or pursuant to, or securing borrowings or other amounts due under, the Existing Credit Agreement), other than pursuant to this Agreement, and, without limitation to the foregoing, appropriate termination statements under the Uniform Commercial Code shall have been filed in all offices and jurisdictions where financing statements under the Uniform Commercial Code were filed in connection with any pledge of, security interest in or other lien on any such Securities or any other capital stock of the Co...
