Ownership of Shares and Options. Such Stockholder is either -------------------------------- (i) the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the record holder of, the number of Existing Shares and Options set forth opposite such Stockholder's name on Schedule I hereto. On the date hereof, the Existing ---------- Shares and Options set forth opposite such Stockholder's name on Schedule I ---------- hereto constitute all of the Shares and Options owned of record or Beneficially Owned by such Stockholder. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and Options set forth opposite such Stockholder's name on Schedule I hereto, with no ---------- limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Ownership of Shares and Options. Such Shareholder, as of the date hereof, (i) is the owner of the number of Shares and Options set forth next to such Shareholder's name on Exhibit A hereto and (ii) has the sole power to vote (or to give any consent that may be required in respect of such Shares and Options) and dispose of such Shares and Options.
Ownership of Shares and Options. Such Shareholder owns of record and beneficially the number of the Shares set forth opposite such Shareholder's name in Exhibit A. Such Shares are, and when delivered by such Shareholder to Nextera pursuant to this Agreement will be, free and clear of any and all liens, encumbrances, charges or claims.
Ownership of Shares and Options. Such Stockholder is either (i) the record and Beneficial Owner of, or (ii) the Beneficial Owner but not the record holder of, the number of Existing Shares and Options set forth opposite such Stockholder's name on Schedule I hereto. On the date hereof, the Existing Shares and Options set forth opposite such Stockholder's name on Schedule I hereto constitute all of the Shares and Options owned of record or Beneficially Owned by such Stockholder. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 2 and 3 hereof, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and Options set forth opposite such Stockholder's name on Schedule I hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement.
Ownership of Shares and Options. Subject to Section 4.01(c), Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Existing Shares and options to acquire Shares ("Stock Options") set forth on Annex A hereto and has the power to vote and dispose of such Shares. To Stockholder's knowledge, the Existing Shares are, and the other Shares upon issuance will be, validly issued, fully paid and nonassessable. On the date hereof, the Existing Shares are owned of record and beneficially by Stockholder and, on the date hereof, the Existing Shares constitute all of the shares of Company Common Stock owned of record or beneficially by Stockholder. Stockholder has, with respect to the Existing Shares, or will have, with respect to any other Shares, sole voting power and sole power of disposition with respect to all of the Shares, with no restrictions, subject to applicable federal securities laws, on Stockholder's rights of disposition pertaining thereto. On the date hereof, Stockholder has, and on the date of any Closing hereunder Stockholder will have with respect to Shares to be sold on such date, good, valid and marketable title to the Shares, other than the Shares tendered and purchased pursuant to the Offer, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever (other than the encumbrance created by this Agreement), and shall not be subject to any preemptive right of any stockholder of the Company. The sale of the Shares to Parent hereunder will transfer to Parent good, valid and marketable title to the Shares, free and clear of all claims, liens, encumbrances, security interests and charges of any nature whatsoever.
Ownership of Shares and Options. Subject to Section 4.3, Stockholder (or accounts or trusts controlled or beneficially owned by Stockholder) is the owner of the Shares and options to acquire Shares ("Stock Options") set forth on Annex A hereto and has the power to vote and dispose of such Shares. To Stockholder's knowledge, such Shares are, or upon issuance will be, validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Stockholder has, or upon issuance will have, good title to the Shares, free and clear of any agreements, liens, adverse claims or encumbrances whatsoever with respect to the ownership of or the right to vote such Shares.
Ownership of Shares and Options. The Stockholder is the record and "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 Shares set forth in the recitals hereto and is the owner of the number of Exchange Options set forth in the recitals hereto, in each case 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 Shares or Exchange Options). Except as provided for in the Recapitalization Agreement and the Transactions, 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 Shares or Exchange Options. As of the date of this Agreement, the number of Shares and Options set forth in the recitals hereto represent all of the shares of capital stock of the Company beneficially owned by the Stockholder, other than Benefit Plan Shares.
Ownership of Shares and Options. Except as set forth in the Company Disclosure Schedule, the Seller owns of record and beneficially the number of Common Shares, Preferred Shares and Options, indicated opposite such Seller's name in Exhibit A or Exhibit B hereto, as applicable, with full right and authority to sell or exchange, as applicable, such securities hereunder, and upon delivery of such Shares and/or Options hereunder, the Buyer or the Company as the case may be, will receive good title thereto, free and clear of all mortgages, pledges or security interests and not subject to any agreements or understandings among any Persons with respect to the voting or transfer of such securities other than those arising under agreements to which Buyer is a party
Ownership of Shares and Options. Except as set forth in the WI Disclosure Schedule, each Seller owns of record and beneficially the number of shares of WI Common Stock indicated opposite such Seller's name in the WI Disclosure Schedule hereto, as applicable, with full right and authority to sell or exchange, as applicable, such securities hereunder, and upon delivery of such shares hereunder, OWT will receive good title thereto, free and clear of all mortgages, pledges or security interests and not subject to any agreements or understandings among any Persons with respect to the voting or transfer of such securities other than those arising under agreements to which EMCON or OWT is a party.
Ownership of Shares and Options. (a) As of the date hereof, all of the outstanding Shares are owned of record by the holders, and in the respective amounts, set forth on Section 3.06(a) of the Company Disclosure Schedule.
(b) Section 3.06(b) of the Company Disclosure Schedule sets forth the following as of the date hereof: (i) the name of the holder of each Option, (ii) the number of Shares subject to such Option, (iii) the applicable exercise price per Share subject to such Option, (iv) the vesting schedule for such Option and (v) the number of Options that are expected to be Vested Options as of the Closing.
