Ownership of Equity Securities. Except as has been disclosed to Parent in writing prior to the date of this Agreement, neither such Investor nor any of its Affiliates (i) beneficially owns any Equity Securities of Parent or (ii) holds any rights to acquire any Equity Securities of Parent except pursuant to the Merger Agreement or other Transaction Agreements (as defined in the Merger Agreement).
Ownership of Equity Securities. Each Shareholder is the sole record owner and a Beneficial Owner of the Company Equity Securities listed beside such Shareholder’s name on the Schedule of Members attached to the Company LLC Agreement and as of the Closing Date, such Equity Securities are the only securities of the Company and any of its subsidiaries held of record or beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act) by such Shareholder.
Ownership of Equity Securities. It owns, of record and beneficially, good and valid title to the Equity Securities set forth next to its name on Schedule 1.1(a) or 1.1(b), as applicable, and, except as set forth in the Cratos LLC Agreement or on Schedule 3.2, such Equity Securities are free and clear of any Liens. Other than the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable, it owns no Equity Securities of Cratos or any Subsidiary and, except as set forth in the Cratos LLC Agreement, has no right of any kind to have any such Equity Security issued. Subject to the terms of the Cratos LLC Agreement, it has full and exclusive power, right and authority to vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Except for the Cratos LLC Agreement, Seller is not a party to or bound by any agreement affecting or relating to its right to transfer or vote the Equity Securities listed on Schedule 1.1(a) or 1.1(b), as applicable. Seller hereby waives, until the earlier of Closing and termination of this Agreement, its rights, if any, under Sections 2.6, 2.7, 2.8, 2.9, 2.10 and 2.11 of the Cratos LLC Agreement.
Ownership of Equity Securities. Schedule 7.01-C attached hereto and made a part hereof (i) contains a diagram indicating the corporate structure of the U.S. Borrower, its Subsidiaries and any other Person in which either Borrower or any of its Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of each Borrower and each of its Subsidiaries and the owners of such shares or interests. Except as set forth on Schedule 7.01-C, none of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities. The outstanding equity Securities of the U.S. Borrower and each of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents and are not Margin Stock.
Ownership of Equity Securities. As of the date hereof, other than the Shares and Warrants set out under the heading “Existing Securities” in Schedule A of the Support Agreement, none of the Parent Parties, the Rollover Securityholders and the other Buyer Group Parties and to the Knowledge of HoldCo, the respective Affiliates of the foregoing persons, beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or Warrants or any other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company or any option, warrants or other rights to acquire or vote any Shares or securities of the Company, or to acquire any other economic interest (through derivative securities or otherwise) in the Company.
Ownership of Equity Securities. Schedule 7.01 C attached hereto and as the same may be amended from time to time (i) contains a diagram indicating the corporate structure of RHI, the Borrower, their respective Subsidiaries and any other Person in which RHI, the Borrower or any of their respective Subsidiaries holds a direct or indirect partnership, joint venture or other equity interest and indicates the nature of such interest with respect to each Person included in such diagram; and (ii) accurately sets forth (A) the correct legal name of such Person, the jurisdiction of its incorporation or organization and the jurisdictions in which it is qualified to transact business as a foreign corporation or otherwise and (B) the authorized, issued and outstanding shares or interests of each class of equity Securities of RHI, the Borrower and each of their respective Subsidiaries and the owners of such shares or interests. None of such issued and outstanding equity Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants, puts, or options (other than Permitted Equity Securities Options) outstanding with respect to such equity Securities other than as disclosed on Schedule 7.01-C as attached hereto or amended from time to time. The outstanding equity Securities of RHI, the Borrower and each of their respective Subsidiaries are duly authorized, validly issued, fully paid and nonassessable free and clear of any Liens, except for the Liens granted pursuant to the Loan Documents, and are not Margin Stock except as specifically identified on Schedule 7.01-C.
Ownership of Equity Securities. (a) The Investors and Xxxxxx each severally represents and warrants that, as of August 10, 2018, none of Investors, Xxxxxx or any of their respective affiliates or associates (as such terms are defined pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, the “Investor Group”) owned, beneficially or of record, or controlled, any Preferred Shares or other equity securities of the Company (which, as used herein, includes, without limitation, Common Shares) and any Derivative Security (as defined in Section 3(c) below)) of the Company (together with the Common Shares and the Preferred Shares, the “Equity Securities”), other than as set forth on Exhibit A hereto (all such owned securities, collectively, the “Owned Equity Securities”).
(b) The Investors, Xxxxxx and the Company each hereby acknowledges and reaffirms their respective representations, warranties, covenants and other agreements set forth in the Letter Agreement.
(c) The Investors and Xxxxxx acknowledge and agree that (i) in connection with the acquisition of the Owned Equity Securities or any disposition prior to the date hereof, no Investor or Xxxxxx was furnished with any materials or information by the Company, or any of its affiliates or representatives or any other person acting on its behalf, other than information available in the Company’s filings and submissions with the Securities and Exchange Commission, (ii) in connection with any acquisitions and Transfers (as defined below) of Equity Securities permitted by this Agreement or the Letter Agreement (each a “Future Transaction” and, collectively, the “Future Transactions”), nothing in this Agreement shall obligate the Company to provide and none of Investors or Xxxxxx will be entitled to receive, and none of Investors or Xxxxxx will rely upon, any information, statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company, or any of its affiliates or representatives or any other person acting on its behalf other than is then publicly available, and (iii) each Investor and Xxxxxx are able to fend for themselves with respect to the Owned Equity Securities and any Future Transactions, have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Owned Equity Securities and any Future Transactions and have the ability to bear the economic risks of their respective investments and ...
Ownership of Equity Securities. (a) Such Equityholder is the beneficial owner of, and has good, valid and marketable title to, the MOR Equity Interests set forth opposite its name on Schedule I, (b) such Equityholder has sole voting power, and sole power of disposition, with respect to all of its MOR Equity Interests, (c) such Equityholder’s MOR Equity Interests are all of the equity interests of MOR that are owned, either of record or beneficially, by such Equityholder, (d) the MOR Equity Interests owned by such Equityholder are free and clear of all Liens, other than any Liens created by this Agreement, the underlying agreements pursuant to which such MOR Equity Interests were issued or as imposed by applicable securities Laws and (e) such Equityholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the MOR Equity Interests.
Ownership of Equity Securities. The Seller has good and marketable title to, and owns of record and beneficially, the outstanding shares of Equity Securities of the Company set forth next to its name on Schedule 4.2, free and clear of any and all Encumbrances, voting restrictions, restrictions on transfer, charges or claims, and has full right and power and authority to deliver such Equity Securities as herein agreed. Schedule 4.2 also sets forth the address, state of residence and federal tax identification number (or social security number, as applicable) of the Seller as of the date hereof. The Seller is not a party to any contract or agreement with respect to any Equity Securities of the Company, including, but not limited to, any contract or agreement that could require the Seller to sell, transfer, or otherwise dispose of any Units, other than this Agreement.
Ownership of Equity Securities. As of the date hereof, neither Parent nor Merger Sub beneficially owns (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any Shares or any other equity securities of the Company.
