Ownership of Equity. Shareholders are the record owners and holders of the number of fully paid and non-assessable Shares of the Company listed in Schedule "A" hereto as of the date hereof and will continue to own such Shares of the Company until the delivery thereof to the Purchaser on the closing date and all such Shares are or will be on the closing date owned free and clear of all liens, encumbrances, charges and assessments of every nature and subject to no restrictions with respect to transferability. The Shareholders will have full power and authority to assign and transfer their Shares of the Company in accordance with the terms hereof.
Ownership of Equity. (a) Such Member has good and valid title to and beneficial ownership of the number of Membership Interests of the Company set forth next to such Member’s name on Annex A, and such Membership Interests are (i) validly issued, fully paid, and nonassessable, and (ii) free and clear of all Encumbrances.
Ownership of Equity. Sellers are the record owners of one hundred percent (100%) of the issued and outstanding Membership Units, free and clear of all Encumbrances. No Seller is a party to any voting trusts, proxies, shareholder agreements, any agreement containing any right of first refusal, right of first offer or right of co-sale relating to the Membership Units or other Equity of the Company or other Contracts with respect to the Membership Units.
Ownership of Equity. Seller (i) has good and valid title to and beneficial ownership of the number of shares of capital stock of Nova Furniture (Dongguan) Co., Ltd. free and clear of all liens, pledges, security interests and encumbrances, (ii) has not granted any option, warrant or other right in or to any of the Shares, and (iii) is not a party to any voting trust, voting agreement or shareholder agreement with respect to the Shares. 3.3
Ownership of Equity. Seller owns, legally, beneficially and of record, and has good, valid and marketable title to, all of the Transferred Interests set forth on Schedule 4.3(a), free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances imposed directly or indirectly by Buyer. Except as set forth on Schedule 4.3(b), Seller is not a party to any Contracts with respect to the voting or transfer of any of the Transferred Interests.
Ownership of Equity. Such Partner is the sole legal and beneficial owner of all of the outstanding Interests and Shares, as the case may be, set forth opposite such Partner’s name on Schedule 1.1(c) as of the Closing Date; and such Interests and Shares are to be sold pursuant to this Agreement. None of such Interests or Shares is subject to any Encumbrances or to any rights of first refusal of any kind, except those set forth on Schedule 5.1 or applicable federal or state securities laws, and no rights to purchase such Interests or Shares, as the case may be, have been granted by any such Partner, by the General Partner or by Blocker Corp. to any other Person. Such Partner has the sole right to transfer such Interests or Shares, as the case may be, to Buyer. Such Interests or Shares, as the case may be, constitute all of the Interests or Shares, as the case may be, owned, beneficially or legally by such Partner, and such Partner has no other rights to acquire Interests or Shares. Upon the Closing, Buyer will receive good title to such Interests or Shares, as the case may be, subject to no Encumbrances retained, granted or permitted by such Partner, the General Partner, the Blocker Corp. or the Company. If such Partner has purchased or otherwise acquired any Interests subject to repurchase by the Company or the General Partner, as the case may be, such Partner has timely filed all elections and notices under Section 83(b) of the Code with respect to such Interests. Schedule 1.1(c) contains accurate wire transfer instructions for such Partner.
Ownership of Equity. 29 SECTION 3.06. CONTRACTS......................................................29 SECTION 3.07. INTANGIBLE PROPERTY............................................31 SECTION 3.08. REAL PROPERTY..................................................32 SECTION 3.09. TITLE TO PURCHASED ASSETS; LIENS...............................33 SECTION 3.10. SUFFICIENCY OF ASSETS..........................................33 SECTION 3.11. CONDITION OF EQUIPMENT.........................................33 SECTION 3.12. SEC FILINGS....................................................33 SECTION 3.13. FINANCIAL INFORMATION..........................................34 SECTION 3.14. INTERCOMPANY ACCOUNTS..........................................34 SECTION 3.15. ABSENCE OF CERTAIN CHANGES OR EVENTS...........................34 SECTION 3.16. ABSENCE OF LITIGATION..........................................36 SECTION 3.17. COMPLIANCE WITH LAWS...........................................36 SECTION 3.18. EMPLOYEES; LABOR MATTERS.......................................36 i
Ownership of Equity. (a) The authorized capital stock of Seller consists of 50,000,000 shares of Seller Common Stock, 10,023,334 shares of undesignated preferred stock, 2,510,000 shares of Series A Preferred Stock, par value $.001 per share (the "SELLER SERIES A PREFERRED STOCK"), and 266,666 shares of Series B Preferred Stock, par value $.001 per share (the "SELLER SERIES B PREFERRED STOCK, and together with Seller Series A Preferred Stock, the "SELLER PREFERRED STOCK").
Ownership of Equity. (a) Such Stockholder has good and valid title to and beneficial ownership of the shares of Liberty Stock to be set forth on the Letter of Transmittal to be delivered by such Stockholder and such Liberty Stock is free and clear of all Liens, except as are generally imposed by applicable federal or state securities Laws or the Company Stockholders’ Agreement.
Ownership of Equity. Shareholder (i) has good and valid title to and beneficial ownership of the number of shares of Company Class A Common Stock and Company Class C Common Stock set forth opposite Shareholder’s name on Section 2.4 of the Shareholder Disclosure Schedule free and clear of all liens, pledges, security interests, mortgages, charges, rights of first offer or refusal, options to purchase or other rights to acquire, assignments and encumbrances (“Liens”), (ii) has not granted any option, warrant, subscription, call, commitment or other right in or to any of such Shares, and (iii) is not a party to any voting trust, voting agreement, or shareholder agreement with respect to such Shares.
