Ownership of Options. The Stockholder is owner of the number of Exchange Options set forth in the recitals hereto, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Exchange Options), except as may exist by reason of this Agreement, the Voting Agreement between the Stockholder and Holding or pursuant to applicable law, or pursuant to the restrictions on transferability and on exercise provided for in the Company's 1995 Long-Term Incentive Plan and any related option agreement. Except as provided for in this Agreement, the Voting Agreement between the Stockholder and Holding, the Merger Agreement and the other agreements contemplated hereby and thereby, there are no outstanding options or other rights to acquire from the Stockholder, or obligations of the Stockholder to sell or to dispose of, any Exchange Options.
Ownership of Options. The Executive is the beneficial owner of the number of Exchange Options on the signature page hereof, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Exchange Options), except as may exist by reason of this Agreement or pursuant to applicable law, or pursuant to the restrictions on transferability and on exercise provided for in the Company’s 1994 Stock Plan and any related option agreement. Except as provided for in this Agreement, the Merger Agreement and the other agreements contemplated hereby and thereby, there are no outstanding options or other rights to acquire from the Executive, or obligations of the Executive to sell or to dispose of, any Exchange Options.
Ownership of Options. The Shareholder is the beneficial owner of the number of Conversion Options set forth on Schedule A attached hereto, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Conversion Options), except as may exist by reason of this Agreement or pursuant to applicable law, or pursuant to the restrictions on transferability and on exercise provided for in the applicable IAA option plan under which any Conversion Option was granted and any related option agreement. Except as provided for in this Agreement, the Contribution Agreement and the other agreements contemplated hereby and thereby, there are no outstanding options or other rights to acquire from the Shareholder, or obligations of the Shareholder to sell or to dispose of, any Conversion Options.
Ownership of Options. Each Seller hereby represents and warrants to each Buyer, with respect to his or her Options (i) that as of the date hereof he or she is the record and beneficial owner of each Option sold hereunder by him or her, free and clear of any and all liens, claims and encumbrances, other than transfer restrictions under the Securities Act of 1933, as amended, (ii) that neither the Option, nor any plan of OTEF pursuant to which an Option was granted, restricts the ability of or prohibits the ability of any Seller to sell or transfer the Option to the Buyers, (iii) that all of such Options have been duly authorized and validly issued, and under the terms of the plan and the Options the Options are fully vested, and (iv) that the Options of such Seller represent all options to acquire BACs granted by OTEF and to which such Seller has any right, title or interest.
Ownership of Options. 22 4.3. Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22 4.4.
Ownership of Options. Each of the Option Holders is and, immediately prior to the Closing, will be the owner of the number of Options set forth opposite such Option Holder's name on SCHEDULE 3.2 hereto, except for Options that are exercised subsequent to the date hereof, in each case, free and clear of all Encumbrances except as set forth in SCHEDULE 3.2 hereto, and, to the extent that Options are exercised subsequent to the date hereof, each Share Seller that exercised Options will be the record and beneficial owner and holder of the Shares acquired upon the exercise of such Options, free and clear of all Encumbrances except as set forth in SCHEDULE 3.2 hereto.
Ownership of Options. Pursuant to a marital termination agreement between Xxx Xxxxxxxx and his ex-wife, his ex-wife was awarded a marital lien on a portion of the options originally granted to Xxx Xxxxxxxx. All options with a Marital Lien shall be exercisable per the provisions outlined in the 1993 Stock Option Plan and will expire three months from the separation date of March 31, 2006, or June 30, 2006.
Ownership of Options. Optionee is the owner of the Options set forth on Schedule 1 hereto, which Schedule indicates the number of shares of the common stock of the Corporation into which the Options are exercisable and the grant date of such Options. On the date hereof, the Options set forth on Schedule 1 hereto constitute all of the Options of the Corporation owned of record by Optionee. Optionee has sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition, sole power of exercise and conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Options set forth opposite Optionee’s name on Schedule 1 hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Ownership of Options. (i) Upon consummation of the transactions contemplated hereby and in the Purchase Agreement, the Options held by such Optionee will be canceled, and no person or entity shall have any rights whatsoever under such Options as a result of any action taken by such Optionee, except for the Optionee’s right to the consideration to be paid by the Buyer in exchange for such cancellation as provided for in the Purchase Agreement.
(ii) Such Optionee is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental entity which would prevent the execution or delivery of this Optionee Agreement by such Optionee or the cancellation of the Options to be canceled by such Optionee hereby.
Ownership of Options. The Optionholder is the sole record, legal and beneficial owner of all of the outstanding Options set forth on the Schedule of Ownership, free and clear of all Liens, other than Permitted Liens pursuant to agreements between the Optionholder and the Company and pursuant to applicable securities laws. The Optionholder has not granted any rights to purchase any interests of any kind in such Options to any other Person. All ownership information set forth on the Schedule of Ownership is accurate and complete.
