Ownership of Company Interests; No Voting Trusts Sample Clauses

Ownership of Company Interests; No Voting Trusts. (a) Schedule 4.2(a) sets forth all of the authorized, issued and outstanding Equity Interests of the Company. All of the outstanding Equity Interests of the Company are duly authorized and validly issued and were not issued in violation of any preemptive or other rights of any Person to acquire any equity securities of the Company. (b) Except for the Company Operating Agreement, the Company is not bound by, nor has the Company granted to any other Person, any option, warrant, calls, purchase or other right or other contractual obligation (including, without limitation, conversion or preemptive rights and rights of first refusal or similar rights), orally or in writing, with respect to any Equity Interests of the Company or that could require the Company to sell, issue, grant, transfer or otherwise dispose of any or all of the Company’s Equity Interests, or any securities convertible into or exchangeable for Equity Interests in the Company. (c) Except for the Company Operating Agreement, there are no voting trusts, commitments, undertakings, understandings or other restrictions which directly or indirectly limits or restricts in any manner, or otherwise relates to, the sale or other disposition of the Company Interests.
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Ownership of Company Interests; No Voting Trusts. (a) Such Seller is the sole record and beneficial owner of his or her Pro Rata Share of the Company Interests free and clear of any and all Liens. Immediately following the Merger, good and valid title to the Company Interests owned by such Seller will pass to Parent, free and clear of all Liens. (b) Except for the Company Operating Agreement, such Seller is not bound by, and the Seller has not granted to any other Person, any option, warrant, calls, purchase or other right or any Contract relating to the voting of, or requiring the issuance, transfer or sale of, any Equity Interests of the Company.
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Ownership of Company Interests; No Voting Trusts. (a) Such Merger Seller is the sole record and beneficial owner of his or her Merger Pro Rata Share of the Company Interests free and clear of any and all Liens or other restrictions or limitations whatsoever. Immediately following the Merger, good and valid title to the Company Interests owned by such Merger Seller will pass to Parent, free and clear of all Liens or other restrictions or limitations whatsoever. (b) Schedule 3.1(b) sets forth all of the authorized, issued and outstanding equity interests of GR Holdings. Each GRH Seller owns, beneficially and of record, all of the equity interests of GR Holdings set forth next to his or her name on Schedule 3.1(b), free and clear of any and all Liens or other restrictions or limitations whatsoever. All of the outstanding equity interests of GR Holdings held by each such GRH Seller are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or other rights of any Person to acquire any securities of GR Holdings. Upon the Closing of the Transaction, good and valid title to the GRH Interests held by each GRH Seller will pass to Merger Sub, free and clear of all Liens or other restrictions or limitations whatsoever. (c) Schedule 3.1(c) sets forth all of the authorized, issued and outstanding equity interests of Clarity Labs. Each Clarity Seller owns, beneficially and of record, all of the equity interests of Clarity Labs set forth next to his or her name on Schedule 3.1(c), free and clear of any and all Liens or other restrictions or limitations whatsoever. All of the outstanding equity interests of Clarity Labs held by each such Clarity Seller are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or other rights of any Person to acquire any securities of Clarity Labs. Upon the Closing of the Transaction, good and valid title to the Clarity Interests held by each Clarity Seller will pass to Merger Sub, free and clear of all Liens or other restrictions or limitations whatsoever of any kind (d) No Company Party is bound by, nor has any Company Party granted to any other Person, any option, warrant, calls, purchase or other right or other contractual obligation (including, without limitation, conversion or preemptive rights and rights of first refusal or similar rights), orally or in writing, with respect to any Equity Interest of any Company Party or that could require any Company Party to sell,...
Sample 1

Related to Ownership of Company Interests; No Voting Trusts

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • 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.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Ownership of Trust Property Legal title to all of the Trust Property shall at all times be considered to be vested in the Trust, except that the Board of Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of any Person as nominee, on such terms as the Board of Trustees may determine, in accordance with applicable law.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

  • 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 Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

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