Ownership of Preferred Shares and Submission of Bids by the Fund and Its Affiliates. ------------------------------------------------------- Neither the Fund nor any Affiliate of the Fund may submit any Sell Order or Bid, directly or indirectly, in any Auction, except that an Affiliate of the Fund that is a Broker-Dealer may submit a Sell Order or Bid on behalf of a Beneficial Owner or a Potential Beneficial Owner. The Fund shall notify the Auction Agent in writing if the Fund or, to the best of the Fund's knowledge, any Affiliate of the Fund becomes a Beneficial Owner of any Preferred Shares. Any Preferred Shares redeemed, purchased or otherwise acquired (i) by the Fund shall not be reissued, except in accordance with the requirements of the Securities Act of 1933, as amended ("Securities Act") or (ii) by its Affiliates shall not be transferred (other than to the Fund). The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.6.
Ownership of Preferred Shares and Submission of Bids by The Fund and its Affiliates. The Fund shall notify the Auction Agent if to the best of the Fund's knowledge, any Affiliate of the Fund becomes a Beneficial Owner of any Preferred Shares, except as set forth in the next sentence. An Affiliate of the Fund that is a Broker-Dealer may submit a Sell Order or Bid on behalf of a Beneficial Owner or a Potential Beneficial Owner. For purposes of this Section 2.6, a Broker-Dealer shall not be an affiliate solely because one or more of the directors or executive officers of the Broker - Dealer or of any person controlled by, in control of or under common control with such Broker-Dealer is a director of the Fund. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.6.
Ownership of Preferred Shares and Submission of Bids by the Fund and -------------------------------------------------------------------- Its Affiliates. --------------- Neither the Fund nor any Affiliate of the Fund may submit an Order in any Auction, except that an affiliate of the Fund that is a Broker-Dealer may submit an Order. The Fund shall notify the Auction Agent if the Fund or, to the best of the Fund's knowledge, any Affiliate of the Fund becomes a Beneficial Owner of any Preferred Shares. Pursuant to the Amended and Restated Bylaws of the Fund, the Fund and the Fund's Affiliates shall be prohibited from reissuing and its affiliates (other than an Underwriter) will be prohibited from transferring (other than to the Fund or pursuant to an Auction) any Preferred Shares they may acquire. The restrictions in this paragraph shall in no way limit the activities of the Auction Agent. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.6.
Ownership of Preferred Shares. The Fund shall notify the Auction Agent if the Fund or any affiliate of the Fund acquires any shares of Preferred Shares of any series. Neither the Fund nor any affiliate of the Fund shall submit any Order in any Auction for Preferred Shares, except as set forth in the next sentence. Any Broker-Dealer that is an affiliate of the Fund may submit Orders in Auctions, but only if such Orders are not for its own account. For purposes of this Section 2.8, a Broker-Dealer shall not be deemed to be an affiliate of the Fund solely because one or more of the directors or executive officers of such Broker-Dealer or of any Person controlled by, in control of or under common control with such Broker-Dealer is also a Trustee of the Fund. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.8.
Ownership of Preferred Shares. 9 2.9 Access to and Maintenance of Auction Records...................................................9 2.10 Dividend and Redemption Price Deposit..........................................................9
Ownership of Preferred Shares. The Seller is the beneficial and record owner of the Preferred Shares being sold to the Buyer pursuant to this Agreement, the Seller has good and valid title to the Preferred Shares, and at the Closing the Seller shall deliver to the Buyer the Preferred Shares free from all taxes, liens, claims and encumbrances.
Ownership of Preferred Shares. The Preferred Stockholder is the record and beneficial owner and holder of the 10,000 Series B Preferred Shares of the Company and all such shares are owned free and clear of all liens, encumbrances, charges and assessments of every nature and subject to no restrictions with respect to transferability. Except for this Agreement, there are no outstanding options, contracts, calls, commitments, agreements or demands of any character relating to these preferred shares.
Ownership of Preferred Shares. Record and beneficial ownership of the Preferred Shares shall remain in the name of the Holders (unless and until transferred pursuant to the terms thereof, with written notice thereof to the Transfer Agent). Any transfer or purported transfer of the Preferred Shares (1) not made pursuant to the terms of the Preferred Shares or (2) properly noticed to the Transfer Agent shall be null and void AB INITIO and shall not be given effect thereto by the Transfer Agent.
Ownership of Preferred Shares. The Sellers, collectively, are the sole record owners of the Preferred Shares and have good, valid and marketable title to the Preferred Shares, free and clear of all liens, encumbrances, equities or adverse claims (other than those arising by operation of applicable securities laws), and no Seller has, in whole or in part, (i) other than as set forth in this Agreement or in clause (y) above, assigned, transferred, hypothecated, pledged or otherwise disposed of the Preferred Shares or its ownership or other rights in such Preferred Shares or (ii) given any person or entity (other than to Starboard Value LP) any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Preferred Shares. Upon payment of the Total Consideration in accordance with this Agreement, good and valid title to the Purchased Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Company.
Ownership of Preferred Shares. Holder owns the number of shares of Series B Preferred Stock, as the case may be, indicated above the signature of Holder on the signature page hereof free and clear of all liens, pledges, charges, security interests, claims, options or
