Ownership of Exchanged Shares Sample Clauses

Ownership of Exchanged Shares. Enron is the record and beneficial owner of all of the Exchanged Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities Laws), claims, liens for taxes, security interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Enron has the sole right to vote the Exchanged Shares. None of the Exchanged Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Exchanged Shares, and no proxy, power of attorney or other authorization has been granted with respect to any of the Exchanged Shares. Other than as set forth in this Agreement, neither Enron nor any of its Subsidiaries is a party to any contracts, agreements, commitments or other arrangements, including any options, warrants or other rights, obligating Enron or any of its Subsidiaries to sell, dispose of or encumber any of the Exchanged Shares.
Sample 1Sample 2
AutoNDA by SimpleDocs
Ownership of Exchanged Shares. Except as otherwise contemplated by Section 2.2 of this Agreement, Enron will not, directly or indirectly, sell, transfer, pledge or otherwise dispose any of the Exchanged Shares (or shares that will become Exchanged Shares) to any Person or grant an option with respect to any of the Exchanged Shares (or shares that will become Exchanged Shares), or enter into any other agreement or arrangement with respect to any of the Exchanged Shares (or shares that will become Exchanged Shares).
Sample 1Sample 2
Ownership of Exchanged Shares. The Exchanger is the beneficial owner and holder of record of the Exchanged Shares of the Corporation, with good and marketable title thereto, free and clear of all Encumbrances and, without limiting the generality of the foregoing, none of the Exchanged Shares are subject to any voting trust, shareholder agreement or voting agreement. Upon completion of the transactions contemplated by this Agreement, all of the Exchanged Shares will be owned by the Exchangee as the beneficial owner and holder of record, with good and marketable title thereto.
Sample 1
Ownership of Exchanged Shares. Such Purchaser represents that the Exchanged Shares held by such Purchaser as set forth on Annex A hereto are owned of record and beneficially by such Purchaser, free and clear of any security interest, claim, lien, limitation on voting rights (other than pursuant to the Purchasers Rights Agreement) or encumbrance; provided, however, that certain Exchanged Shares held by Xxx Xxxxx will be held in his individual retirement account.
Sample 1
Ownership of Exchanged Shares. (a) Holder is the sole record and beneficial owner of the Exchanged Shares. The Exchanged Shares are not subject to any liens or encumbrances of any kind or nature, and Holder has not granted any rights to any person or entity to purchase any of the Exchanged Shares. Holder has the sole right to transfer the Exchanged Shares to Issuer.
Sample 1
Ownership of Exchanged Shares. Such Purchaser represents that the Exchanged Shares held by such Purchaser as set forth on Annex A hereto are owned of record and beneficially by such Purchaser, free and clear of any security interest, claim, lien, limitation on voting rights (other than pursuant to the Purchasers Rights Agreement) or encumbrance; provided, however, that on or prior to the First Closing, Advantage Capital Missouri Partners II, L.P. ("ADVANTAGE II") anticipates transferring its Series D Exchanged Shares to Advantage Capital Partners VII Limited Partnership ("ADVANTAGE VII"); provided, further, that Advantage VII shall, concurrently with such transfer, become a party to the Purchasers Rights Agreement. Advantage II shall make the representation pursuant to this Section 4.4 as of the signing of this Agreement and Advantage VII shall make the representation pursuant to this Section 4.4 at the First Closing Date pursuant to Section 6.2(a) and at all times thereafter.
Sample 1
Ownership of Exchanged Shares. As of each Exchange Closing Date, it is the valid beneficial holder of the applicable Exchanged Shares, and all such Exchanged Shares are free and clear of any liens or other encumbrances and have not been pledged as collateral, and such TRT Holder is able to comply with its commitment to exchange such Exchanged Shares pursuant to the terms hereof.
Sample 1
AutoNDA by SimpleDocs
Ownership of Exchanged Shares. To the best of SBA’s knowledge, SBA is the sole record and beneficial owner of the Exchanged Shares. Except for a lien in the amount of approximately $180,000 held by the United States Internal Revenue Service (the “IRS”) pursuant to IRS filings dated December 30, 2002 and March 25, 2003 (and which lien may have expired), the Exchanged Shares are not subject to any liens or encumbrances of any kind or nature, and SBA has not granted any rights to any person or entity to purchase any of the Exchanged Shares. The IRS did not contact SBA regarding enforcement, execution or collection of the foregoing lien after the closure on February 13, 2013 of the federal receivership from which SBA acquired the Exchanged Shares. The SBA does not know of any effort of the IRS after the closure of that receivership to enforce, execute or collect the forgoing lien with respect to the Exchanged Shares. SBA has the sole right to transfer the Exchanged Shares to Issuer.
Sample 1

Related to Ownership of Exchanged Shares

  • 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 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 Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • 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. Section 4.05

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • 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 Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Ownership of Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

Time is Money Join Law Insider Premium to draft better contracts faster.