Ownership of Seller's Stock Sample Clauses

Ownership of Seller's Stock. The Stockholders are the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of the Seller, and constitute all of the directors and officers of the Seller. The Stockholders have the absolute and unconditional right, power and authority to cause the Seller to sell, assign, transfer and deliver the Assets to the Purchaser in accordance with the terms of this Agreement, to consummate the transactions contemplated hereby and to enter into the Consulting and Noncompetition Agreements.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Ownership of Seller's Stock. Other than Owner, no other Person owns any common or preferred stock or other securities of Seller, or any right or option to acquire any such stock or other securities (whether directly, or upon exercise or conversion of any other agreement or security), of Seller, and Owner owns all of the issued and outstanding stock of Seller, free and clear of any and all Liens. Owner has the right, power and authority to vote to approve the sale of the Assets to Buyer pursuant to the terms of this Agreement, to execute and deliver, and to cause Seller to execute and deliver, this Agreement and to cause Seller to consummate the transactions contemplated hereby in accordance with the terms of this Agreement.
Sample 1
Ownership of Seller's Stock. Shareholders are the sole and exclusive record and beneficial owner of all of the outstanding shares of the capital stock of Seller, and constitute all of the directors and officers of Seller. Seller's only authorized class of capital stock is common stock, no par value, of which 602.8 shares are issued and
Sample 1
Ownership of Seller's Stock. DCA and/or Xx. Xxxxx are the owners of all right, title and interest (legal, record and beneficial) in and to all of the issued and outstanding shares of stock of Sellers. DCA owns 80% of the stock of DSF and DMI and owns 100% of the stock of DCAMS. Xx. Xxxxx owns 20% of the stock of DSF and DMI.
Sample 1
Ownership of Seller's Stock. Stockholder holds of record and beneficially owns all issued and outstanding shares of AARE’s capital stock and 49% of the membership interest in AALLC. Stockholder’s shares of AARE and memberships interest in AALLC are not subject to any pledge or Lien. Stockholder is not a party to any option, warrant, purchase right, or other contract or commitment that obligates Stockholder to sell, transfer, or otherwise dispose of any of its shares of AARE, membership interests in AALLC or any of the Acquired Assets. Stockholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any its shares of AARE or membership interests in AALLC.
Sample 1
Ownership of Seller's Stock. Shareholder and Michxxxxxx X. Xxxxxxxxx xxx the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of Seller, and constitute all of the directors and officers of Seller. All of the foregoing issued and outstanding shares are fully paid and non-assessable, and none of the outstanding shares are subject to any liens, encumbrances, restrictions, adverse claims, voting trusts or voting agreements, nor have any such shares been pledged. Shareholder has the absolute and unconditional right, power and authority to cause Seller to sell, assign, transfer and deliver the Assets to Buyer in accordance with the terms of this Agreement and to consummate the transactions set forth in this Agreement. There are no existing subscriptions, options, warrants or agreements for Seller to issue any additional shares of stock or for Shareholder to sell or otherwise dispose of his shares of stock.
Sample 1
Ownership of Seller's Stock. The Stockholder is the sole and exclusive record and beneficial owners of all of the outstanding shares of the capital stock of the Seller, and R. W. Schuster, W. Lee Pryor, XXX xxx Xxxxxll G. Xxxxxxxxd constituxx xxx xx xxx xxxxxxors and R. W. Schuster and Terry A. Mxxxx xxxxxxxxxe all xx xxx xxxxxxrs of the Seller. The Stockholder has the absolute and unconditional right, power and authority to cause the Seller to sell, assign, transfer and deliver the Assets to the Purchaser in accordance with the terms of this Agreement, to consummate the transactions contemplated hereby and to enter into the Noncompetition Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Ownership of Seller's Stock

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

  • 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 THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • 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.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • 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 the Property (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!