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.
(b) Other than the Membership Interests listed on Annex A, such Member owns no Equity Security of the Company or any subsidiary, or any Option to have any such Equity Security issued.
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.
Ownership of Equity. The Equity Holder has good and valid title to and beneficial ownership of the number of Class A Preferred Shares and/or Common Shares of Homebase LLC set forth next to the Equity Holder’s name on Schedule II, and such Class A Preferred Shares and Common Shares are free and clear of all Liens, other than restrictions expressly set forth in the Homebase LLC Agreement.
Ownership of Equity. Such Shareholder has good and valid title to and record and beneficial ownership of the number of shares set forth across from his name on Schedule 4.1(d). Such Shareholder does not own any other shares of capital stock, membership interest or other equity security or interest of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such capital stock, membership interest or equity security or interest issued.
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.
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").
(b) The Majority Stockholder owns a majority of the Seller Common Stock and all of the Seller Preferred Stock, all of which have been validly issued and are fully paid and nonassessable, and has sufficient voting power to approve each of the transactions contemplated by this Agreement and the Ancillary Agreements for purposes of the requirements of the 1934 Act and Delaware Law.
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.
(b) Other than the shares of Liberty Stock to be set forth on the Letter of Transmittal to be delivered by such Stockholder, such Stockholder owns no shares of capital stock of the Company or any of its Subsidiaries or any other equity security of the Company or any of its Subsidiaries, or any warrant, purchase right, subscription right, conversion right, exchange right or other right to compel any such equity security to be issued.
