Ownership of Aplio Sample Clauses

Ownership of Aplio. Shareholders 2.2 Purchase Price Allocation 3.1 Organization, Qualification and Corporate Power 3.2 Noncontravention 3.3 Capitalization of the Company 3.4 Subsidiaries 3.5 Financial Statements 3.6 Litigation 3.8 Absence of Undisclosed Liabilities 3.8(a) Tax Returns of the Company Subject to IRS Audit 3.8(b) Tax Indemnification, Tax Allocation and Tax Sharing Agreements 3.9(c) Patents, Copyrights and Licenses 3.9(d) Intellectual Property Agreements 3.10(a) Non-Compliance with Environmental, Health and Safety Matters 3.10(b) Environmental Investigations, Studies, Reviews, Audits, Tests and Other Analyses 3.11 Employee Benefit Plans 3.13 Tangible Property 3.15 Contracts 3.17 Insurance 3.18 Employees 3.20 Affiliated Transactions 3.23 Absence of Certain Developments 3.24 Business Plan and Forecasts 5.3 Capitalization of Allia 7.9 Stock Options EXHIBITS EXHIBIT A Statement of Accounting Principles EXHIBIT B Form of Promissory Note EXHIBIT C Form of Non-Competition and Non-Disclosure Agreement EXHIBIT D Form of Escrow Agreement EXHIBIT E Form of Opinion of Company's Counsel EXHIBIT F Form of Registration Rights Agreement EXHIBIT G Form of Letter Agreement THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 16, 2000, by and among Net2Phone, Inc., a Delaware corporation ("Net2Phone"), the Aplio Management Shareholders listed on the signature pages hereto (the "Aplio Management Shareholders"), the Aplio Financial Shareholders listed on the signature pages hereto (the "Aplio Financial Shareholders"), and the Allia Shareholders listed on the signature pages hereto (the "Allia Shareholders," and together with the Aplio Management Shareholders and the Aplio Financial Shareholders, the "Aplio Shareholders"). Net2Phone and the Aplio Shareholders are collectively referred to herein as the "Parties."
Sample 1
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Related to Ownership of Aplio

  • Ownership of Notes (a) A Note may be transferred by the Note Holder to any person in accordance with this agreement.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Marks All use of the Xxxx by Licensee shall inure to the benefit of Licensor. Licensee shall cooperate in Licensor’s efforts to perfect or enforce its rights in the Xxxx and shall neither assert nor assist a third party in asserting any independent rights in the Xxxx anywhere in the world for any goods or services.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Rights The Optionee shall have no rights as a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to said optionee for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided under the terms and conditions of this Agreement.

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Assets The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus as being owned by them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The property held under lease by the Company and its subsidiaries is held by them under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the conduct of the business of the Company or its subsidiaries.

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