Ownership of Stock Sample Clauses
Ownership of Stock. The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.
Ownership of Stock. Except as set forth on Schedule 9.4, take any action, or permit any Material Subsidiary to take any action, which would result in a decrease in the Borrower’s or any Material Subsidiary’s ownership interest in any Material Subsidiary (including, without limitation, decrease in the percentage of the shares of any class of stock owned), other than as permitted under Sections 9.1 and 9.2.
Ownership of Stock. Seller is the lawful owners of the Stock to be sold to the Purchaser or its designees and shall be free and clear of all liens, encumbrances, restrictions and claims of every kind and character, other than any of the foregoing arising from actions by Purchaser (collectively, "Encumbrances") as of the Closing Date. The delivery to Purchaser of the Stock pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any and all Encumbrances.
Ownership of Stock. (a) The Shares are owned by the Seller free and clear of all liens, encumbrances, charges, and assessments of every nature and subject to no restrictions with respect to transferability. The Seller has full power and authority to assign and transfer the Shares to the Buyer in accordance with the terms hereof.
(b) Except for this Agreement, there are no outstanding options, contracts, calls, commitments, agreements, rights to purchase, rights of first refusal, proxies, powers of attorney, demands, or rights of any character relating to the Shares.
Ownership of Stock. The Major Stockholder is the record and ------------------ beneficial owner of the shares of Desktop Common Stock set forth in the Affiliate Agreement, and owns all such shares free and clear of any and all liens, pledges, charges, security interests, restrictions or encumbrances of any kind or any rights of first refusal (other than in favor of Desktop), voting trusts, proxies or other arrangements or understandings, whether written or oral, and Major Stockholder has the sole and exclusive right and power to exercise all voting rights and other rights with respect to such shares.
Ownership of Stock. .1. Shareholders are the record owners and holders of the number of fully paid and non-assessable shares of the Company listed in Schedule "A" hereto as of the date hereof and will continue to own such shares of the stock of the Company until the delivery thereof to the Purchaser on the closing date and all such shares of stock are or will be on the closing date owned free and clear of all liens, encumbrances, charges and assessments of every nature and subject to no restrictions with respect to transferability. The Shareholders will have full power and authority to assign and transfer their shares of the Company in accordance with the terms hereof.
Ownership of Stock. Unless otherwise previously disclosed to Lender in writing, the shares of Stock subject to this Agreement constitute all shares owned by of Grantor of the issued and outstanding shares of the capital stock of the corporation or corporations listed above. Free Transferability of Stock. Unless otherwise previously disclosed to Lender in writing, all of the shares of Stock are freely transferable and subject to sale without being subject to limitations, restriction, stock legends, or prohibitive covenants under any agreements, or otherwise under which Grantor or the issuer of any such Stock may be bound or obligated.
Ownership of Stock. The Shares are owned by Seller free and clear of all Encumbrances, other than restrictions imposed by Federal and state securities laws. All of the issued and outstanding shares of the stock of each of the Insurance Subsidiaries is owned by the Company free and clear of all Encumbrances other than restrictions imposed by Federal and state securities laws. Upon the consummation of the transactions contemplated hereby, Purchaser will acquire title to the Shares, free and clear of all Encumbrances, other than restrictions imposed by Federal and state securities laws.
Ownership of Stock. Authorization. The Company has 100,000,000 authorized shares of its common stock $0.10 par value (the "Common Stock") and 10,000,000 authorized shares of its preferred stock, issuable in series (the "Preferred Stock"). As of March 31, 2002, the Company had (a) 15,922,459 issued and outstanding shares of Common Stock; (b) zero (0) shares of issued and outstanding Preferred Stock; and (c) no treasury shares. As of March 31, 2002, the Company had granted stock options which, if all were exercised, would equal 2,320,000 shares of Common Stock. Other than the registration rights granted to Holder in accordance with the transactions contemplated hereby, the Company has only incidental registration rights to two (2) of its officers and directors, Wm. Stacy Locke and Michael E. Little, and no other individual or entity xxx xxx xxxistraxxxx xxxxxx xx xxy kind or nature (other than rights under Form S-8), including incidental or demand registration rights. Other than items referred to herein and an option to purchase 100,000 shares of common stock to a consultant of the Company at an exercise price of $4.50 per share, there are no other options, warrants, rights, conversion rights, phantom rights, preemptive rights or any other rights by any party to receive equity of the Company. Upon issuance of the Common Stock into which the Debenture may be converted (the "Stock") to Holder, Holder will be the record and beneficial owner of the Stock and the Stock will be duly authorized, validly issued and outstanding, fully paid and nonassessable and would have been issued in accordance with appropriate federal and state securities law. By virtue of the conversion rights included in the Debenture, Holder shall receive good and valid title to the Stock, free and clear of all liens, encumbrances, pledges, options, claims, assessments and adverse charges. If the Stock were issued on the Initial Closing Date, Holder's ownership would constitute approximately 60.7% of the Company's issued and outstanding shares of Common Stock. As a result of the issuance of the Stock, the Company will not become obligated to issue any additional shares of capital stock (preferred or common) to any officer, director, shareholder or other party. The execution, delivery and performance of this Agreement will not result in a violation or breach of any term or provision of or constitute a default or accelerate the performance required under the Articles of Incorporation or Bylaws of the Company or any...
Ownership of Stock. 4 Section 2.5 Consents and Approvals ..................................... 4 Section 2.6 Litigation ................................................. 4 Section 2.7 Compliance with Law ........................................ 4 Section 2.8