Ownership of Preferred Stock. Stockholder is the sole record and beneficial owner of the Preferred Stock listed on Schedule A hereto. The Preferred Stock is not subject to any encumbrances, and Stockholder has not granted any rights to purchase the Preferred Stock to any other person or entity. Stockholder has the sole right to transfer the Preferred Stock to Issuer.
Ownership of Preferred Stock. The 109,687 shares of Preferred Stock owned by Seller are owned free and clear of all liens, pledges, security interests, claims or encumbrances of any kind. The 109,687 shares of Preferred Stock owned by the Seller have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon the Seller for the purchase or acquisition of any shares of the Preferred Stock. 4.
Ownership of Preferred Stock. Seller does not own more than one percent (1%) of the outstanding voting stock of CCI (each of "own" and "voting stock" as defined for purposes of Section 203 of the Delaware General Corporation Law). Seller is acquiring the Preferred Stock under this Agreement for its own account solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"). Seller acknowledges that the Preferred Stock has not been registered under the Securities Act and may be sold or disposed of in the absence of such registration only pursuant to an exemption from the registration requirements of the Securities Act. Seller and each of its members is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act. Except for the express representations and warranties set forth in Section 6, Seller agrees that (i) no representation or warranty, either express or implied, has been made or deemed to have been made and (ii) it is not relying on any representation or warranty, either express or implied, made or deemed to have been made, in each case, by Buyer or any of its representatives, with respect to the Preferred Stock as to the accuracy or completeness of any of the information (including, without limitation, any reserve estimates, projections, forecasts or other forward- looking information) provided or otherwise made available to Seller or any of its representatives with respect to (w) the appropriateness of the conversion price of the Preferred Stock, (x) the value of the Preferred Stock, (y) the length of time that Seller will be required to hold the Preferred Stock, or (z) the business, assets or condition (financial or otherwise) of Buyer or its subsidiaries. Seller agrees that it shall not be entitled to any recission rights with respect to the Preferred Stock or to any further indemnification rights or claims of any nature whatsoever in respect thereof (whether by contract, common law, statute, law, regulation or otherwise), other than indemnification rights related to the representations and warranties made pursuant to Section 6 hereof, all of which Seller hereby waives; provided, however, that nothing herein is intended to waive any claims for intentional fraud.
Ownership of Preferred Stock. The Investor does not own, directly or indirectly (other than in a fiduciary capacity), or have any option or right to acquire, any securities of PNX, the Company or any Subsidiaries other than the Preferred Stock being purchased by it hereunder.
Ownership of Preferred Stock. Each Shareholder listed on Schedule 4.2 hereto is the lawful owner of the number of shares of Preferred Stock listed opposite the name of such Shareholder in Schedule 4.2 attached hereto, free and clear of any claims, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever. Except as disclosed on Schedule 4.2, each such Shareholder has full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and convey its shares of Preferred Stock.
Ownership of Preferred Stock. Such Selling Stockholder owns all right title and interest (legal and beneficial) in and to the Preferred Stock being sold by such Selling Stockholder hereunder. Upon the Closing, the Company will acquire marketable title to such Preferred Stock free and clear of all Liens other than any Liens created by the Company.
Ownership of Preferred Stock. The ownership of all of the Preferred Stock, immediately prior to the transfer of 70 shares of Preferred Stock to Xxxxxx, and immediately after such transfer, is as reflected on EXHIBIT D attached hereto.
Ownership of Preferred Stock. The Investor is the sole beneficial owner of all the Series B Preferred Shares and the Series C Preferred Shares set forth opposite the Investor's name in Columns 2 and 3, respectively, on the Schedule of Investor, less that number of Series B Preferred Shares and Series C Preferred Shares converted by the Investor after the date hereof but prior to the Closing Date, (the "Current Preferred Shares") and, assuming that the Company delivered good and valid title to the Current Preferred Shares to the Investor free and clear of any and all voting agreements and arrangements, liens, encumbrances, claims, charges, security interests and restrictions of any nature whatsoever (other than those imposed by federal and state securities laws) (collectively, "Encumbrances"), then as of the Closing the Investor shall have transferred to the Company good and valid title to the Current Preferred Shares free and clear of any and all Encumbrances.
Ownership of Preferred Stock. Each of the Preferred Stock shares held by each Holder, in the amounts set forth on the signature page hereof under the heading “Preferred Stock Holders” (as applicable, the “Holder’s Preferred Stock”), are owned of record and beneficially by such Holder individually. The Holder is the sole record and beneficial owner of the Holder’s Preferred Stock and has good and marketable title to all of the Holder’s Preferred Stock, free and clear of any Encumbrances, except for such transfer restrictions as are required under the Securities Act. The Holder has sole managerial and dispositive authority with respect to the Holder’s Preferred Stock and has not granted any person a proxy or option to buy the Holder’s Preferred Stock that has not expired or been validly withdrawn. No shares of Preferred Stock have been pledged or encumbered by the Holder. The transfer and delivery of the Holder’s Preferred Stock to Camber pursuant to this Agreement and the Camber Stock Materials, in connection with the Redemption, will vest in Camber the legal and valid title to the Holder’s Preferred Stock, free and clear of all Encumbrances.
Ownership of Preferred Stock. The GDT shareholders of preferred stock are the sole record and beneficial owner of the shares of preferred stock as evidenced by the shareholders list dated of current date. The GDT shareholders have good and marketable title to the shares of preferred stock and the absolute right to deliver the preferred shares in accordance with the terms of this Agreement free and clear of all liens. The transfer of the shares to KET in accordance with the terms of this Agreement transfers good and marketable title to the preferred shares to KET free and clear of all liens, restrictions, rights, options and claims of every kind.
