OWNERSHIP OF SHARES, ETC. Schedule I hereto correctly sets --------------------------- forth the number of shares of Community West Stock owned by the Shareholder or with respect to which such Shareholder has sole or shared voting power, and the Shareholder has good and marketable title to all such shares of Community West Stock free and clear of any liens, security interests, charges or other encumbrances of any kind or nature except as set forth on Schedule I.
OWNERSHIP OF SHARES, ETC. Schedule I hereto correctly sets --------------------------- forth the number of shares of Palomar Common Stock owned by the Shareholder or with respect to which such Shareholder has sole or shared voting power, and the Shareholder has good and marketable title to all such shares of Palomar Common Stock free and clear of any liens, security interests, charges or other encumbrances of any kind or nature except as set forth on Schedule I.
OWNERSHIP OF SHARES, ETC. Schedule 4.1(a) lists, in respect of each Investor, the number of Shares of the Company of which such Investor is, on the date hereof, the beneficial owner, directly or indirectly, or on which it has direction and control over or otherwise has the right to vote or deal with, or direct the voting or dealing with. Except as disclosed on Schedule 4.1(a), such Investor does not own on the date hereof directly or indirectly, or otherwise has direction and control over or the right to vote or deal with, or direct the voting or dealing with, any other voting securities or securities convertible or exchangeable or exercisable into voting securities of the Company. In respect of any Investor, references in this Section 4.1(1)(a) to "direction" or "directing the voting or dealing with" shall be limited to those circumstances in which such Investor possesses or enjoys an affirmative right, pursuant to an agreement, to direct votes of or otherwise deal with common shares of the Company.
OWNERSHIP OF SHARES, ETC. The Shareholder owns and has good and ------------------------- marketable title to the Shares, which Shares represent all of the issued and outstanding shares of capital stock of the Company, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and the Shareholder has the right to transfer the Shares to the Purchaser and, upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever. SECTION V --------- COVENANTS OF THE COMPANY ------------------------
OWNERSHIP OF SHARES, ETC. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Massachusetts and is duly qualified to do business, and is in good standing, in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect, which such jurisdictions are set forth on Schedule 3.1(A).
OWNERSHIP OF SHARES, ETC. The Shareholders own all of the shares of Common Stock, which shares represent all of the issued and outstanding shares of Common Stock of the Company, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever, and the Shareholders have the right to transfer the Shares to the Purchaser, and upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever.
OWNERSHIP OF SHARES, ETC. Each of the Shareholders represents that he, she or it owns the number of shares of Common Stock of the Company set forth opposite his, her or its name on Schedule I hereof, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and that he, she or it has the right to transfer such Shares to the Purchaser and, upon transfer of the Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Shares, free and clear of any lien, encumbrance, charge, security interest or claim whatsoever.
OWNERSHIP OF SHARES, ETC. All of the Shares are held beneficially and of record by the Shareholder on the date hereof, and the Shareholder has good and valid title to the Shares, free and clear of any Encumbrances or other rights whatsoever (other than the Option) of any other Person. Without limiting the generality of the foregoing, other than the Option there are no authorized, outstanding or existing options or other rights to acquire the Shares or any proxies, voting trusts or other agreements or understandings with respect to the voting of the Shares.
