Ownership of Company Equity Interests. As of the date of this Agreement, neither Parent nor Merger Sub is the beneficial owner of any Equity Interests of the Company.
Ownership of Company Equity Interests. As of the date of this Agreement, none of Parent, AcquisitionCo or Merger Sub is the record or beneficial owner of any Equity Interests of the Company.
Ownership of Company Equity Interests. (a) Such Seller is the sole record and beneficial owner of the Company Equity Interests listed opposite such Seller’s name in Section 2.1 of the Company Disclosure Letter. Such Seller has good title to all such Company Equity Interests, free and clear of any Lien (other than any transfer restrictions imposed by federal and state securities laws and except as set forth in Section 2.1(a) of the Company Disclosure Letter) and this Agreement, together with the other documents executed and delivered by such Seller at the Closing, will be effective to transfer valid title to all such Company Equity Interests to Buyer, free and clear of all Liens (other than any transfer restrictions imposed by federal and state securities laws, and other than Liens created as result of actions by, or the identity of, the Buyer or its Affiliates). “Lien” means any lien, charge, pledge, security interest, mortgage, claim or other encumbrance, other than any Permitted Lien. Except for such Company Equity Interests and the Preferred Stock and the rights conferred thereon under the Company’s Articles of Incorporation as amended, such Seller does not own of record or beneficially, or have any interest in or right to acquire, any equity interests in the Company. As of the Closing, the Preferred Stock will have been redeemed in full by the Company pursuant to the Redemption in accordance with applicable federal and state securities and corporate laws and Section III(6) of Article FIFTH of the Company’s Articles of Incorporation, as amended, and the payment of the Redemption Price to the applicable Seller holding the Preferred Stock shall constitute payment in full to such Seller in respect of the redemption rights of such Seller under Section III(6) of Article FIFTH of the Articles of Incorporation, as amended, and extinguish any further rights or privileges Seller has with respect to such Preferred Stock. Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 7.1, such Seller shall not, directly or indirectly:
Ownership of Company Equity Interests. As of the date of this Agreement, other than 36,897 shares of Company Common Stock held by Parent and any Shares of Company Common Stock which Parent, Intermediate Sub or Merger Sub may be deemed to be the beneficial owner of as a result of any Voting Agreement, none of Parent, Intermediate Sub or Merger Sub is the record or beneficial owner of any Equity Interests of the Company or any of its subsidiaries. For a period of at least 3 years prior to the date of this Agreement and any such Voting Agreement, none of Parent, Intermediate Sub or Merger Sub, or any of their respective affiliates or associates, was an interested stockholder (with the terms “affiliates,” “associates,” and “interested stockholder” having the respective meanings assigned to those terms in Section 203 of the DGCL).
Ownership of Company Equity Interests. Such Seller owns of record and beneficially one outstanding Company Equity Interest set forth opposite its name on Sections 1.1 and 2.3(b) of the Company Disclosure Schedule. Such Equity Interest is, and when transferred by such Seller to the Purchasers pursuant to this Agreement will be, duly authorized, fully paid, and free and clear of any and all Liens.
Ownership of Company Equity Interests. As of the date of this Agreement, none of the Guarantors, Parent, Merger Sub or any of their respective Affiliates or associates is the record or beneficial owner of any Equity Interests of the Company. Table of Contents
Ownership of Company Equity Interests. Such Stockholder is the record and Beneficial Owner of the Company Equity Interests set forth opposite such Stockholder's name on SCHEDULE II hereto free and clear of all Liens (except for those created hereunder, and under the Original Agreement, the Warrant Agreement, dated as of the date hereof, in favor of Citicorp USA, Inc. and the SiteSmith/ Xxxxxxxx Note (in the case of Xxxx Xxxxxxxx only)), and there are no options, warrants or other rights, agreements, arrangements or commitments of any character or nature whatsoever to which such Stockholder or any of its Affiliates or Associates is a party relating to the holding, pledge, disposition, acquisition or voting of any such Company Equity Interests, and there are no voting trusts or voting agreements with respect to such Company Equity Interests. The Company Equity Interests set forth opposite such Stockholder's name on SCHEDULE II, as applicable, constitute all of the Company Equity Interests Beneficially Owned or owned of record by such Stockholder and any of its Affiliates or Associates, and neither such Stockholder nor any of its Affiliates or Associates has any options, warrants or other rights (including, without limitation, through derivative transactions) to acquire any additional Company Equity Interests (or, in either case, any Security exercisable or exchangeable for, or convertible into, any such interests). Except for another Stockholder otherwise set forth on SCHEDULE II hereto, no Associate of such Stockholder owns any Company Equity Interests.
