Ownership of Stock; Title Sample Clauses

Ownership of Stock; Title. (a) Each such Seller is the sole lawful beneficial owner of the number and type of Target Securities set forth opposite such Seller's name on Exhibit A hereto, which ownership is free and clear of all Liens. Except as set forth on Schedule 3.1, the Target Securities set forth opposite each Seller's name on Exhibit A hereof, are the only class or classes of capital stock, securities convertible into or exchangeable for any shares of capital stock, warrants, options, agreements, call rights, conversion rights, exchange rights, preemptive rights or other rights or commitments or understandings which call for the issuance, sale, delivery, pledge, transfer, redemption or other disposition of any shares of capital stock of the Company or any of its Subsidiaries that such Seller or any of the other Sellers owns, beneficially or of record. Except as set forth on Schedule 3.1, such Seller is not a party to any agreement creating rights with respect to such Seller's Target Securities in any Person, and such Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, legal right to sell, assign, transfer and deliver such Seller's Target Securities. Except as set forth on Schedule 3.1, there are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreement, proxies, calls or rights to subscribe of any character relating to the Target Securities owned by such Seller. Such Seller has not received any notice of any adverse claim to the ownership of any such Target Securities, does not have any reason to know of any such adverse claim that may be justified and is not aware of existing facts that would give rise to any adverse claim to the ownership of such Target Securities. On the Closing Date, such Seller shall have good and marketable title to such Target Securities, free and clear of all Liens. The delivery of certificates for the Target Securities owned by such Seller to the Purchaser pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title to such Target Securities, free and clear of all Liens, except for Liens created by the Purchaser. (b) The Target Securities and the certificates representing the Target Securities owned by each Seller are now, and at all times during the term hereof will be, held by the relevant Seller or by a nominee, trustee or custodian for the benefit of such Seller, free an...
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Ownership of Stock; Title. 3 --- ------------------------- 3.2 Organization.....................................................4 --- ------------ 3.3 Authority........................................................4 --- --------- 3.4 No Violation; Consents and Approvals.............................4 --- ------------------------------------ 3.5 Litigation.......................................................5 --- ---------- 3.6 Finder's Fee.....................................................5 --- ------------ 3.7 Reliance.........................................................5 --- -------- 3.8 Tax Matters......................................................5 --- ----------- 3.9
Sample 1
Ownership of Stock; Title. The Equity Holders are, and upon exercise of the PNG Options, the Equity Holders will be, the sole lawful record and beneficial owners of the PNG Shares described in Section 2.1(a), which ownership is and will be free and clear of all Liens. The Equity Holders are not a party to any agreement creating rights with respect to the PNG Options or the PNG Shares in any Person and the Equity Holders have the full power and legal right to sell, assign, transfer and deliver the PNG Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreements, proxies, calls or rights to subscribe of any character relating to the PNG Options or the PNG Shares. The Equity Holders have not received any notice of any adverse claim to the ownership of any of the PNG Options or the PNG Shares, have no reason to know of any such adverse claim that may be justified, and are not aware of existing facts that would give rise to any adverse claim to the ownership of the PNG Options or the PNG Shares. On the Closing Date, the Equity Holders shall have good and marketable title to the PNG Shares, free and clear of all Liens. The delivery of certificates for the PNG Shares to Buyer pursuant to the provisions of this Agreement, subject to consummation of the transactions contemplated hereby, will transfer to Buyer good and marketable title to the PNG Shares, free and clear of all Liens, except for those created by Parent or Buyer. Other than the PNG Options and the PNG Shares, neither of the Equity Holders nor any of their affiliates are the record or beneficial owners, directly or indirectly, of any capital stock or other ownership interest of any kind whatsoever in PNG or any of its Subsidiaries, other than through ownership of PIC Shares.
Sample 1
Ownership of Stock; Title. The authorized capital stock of the Corporation consists of 1,000 shares of common stock, no par value of which the Seller is the owner of record and beneficially of 100 shares, including, without limitation, the Stock. No other shares of capital stock of the Corporation are issued and outstanding except as set forth on Schedule 2.01 hereto. The Stock is owned by the Seller free and clear of any claim, levy, charge, pledge, hypothecation, trust, security interest, proxy, voting arrangement, conditional sale or title retention contract, or other encumbrance or restriction of any kind, including restrictions affecting voting rights, transferability or incidents of record or beneficial ownership (each of the foregoing being hereinafter individually referred to as a "Lien" and collectively, the "Liens"). The consummation of the sale of the Stock hereunder will convey to the Purchaser good, valid and marketable title to the Stock free and clear of all Liens. Except as set forth on Schedule 2.01 hereto, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Stock to which the Seller is a party or is bound. Except for this Agreement, there are no outstanding warrants, options, rights or agreements of any kind to acquire the Stock, or any portion of the Stock, from the Seller. All of the Stock is duly authorized, validly issued and fully paid and non-assessable.
Sample 1
Ownership of Stock; Title. The Seller is the owner of record and beneficially of the Stock. The Stock is owned by the Seller free and clear of any claim, levy, charge, pledge, hypothecation, trust, security interest, proxy, voting arrangement, conditional sale or title retention contract, or other encumbrance or restriction of any kind, including restrictions affecting voting rights, transferability or incidents of record or beneficial ownership (each of the foregoing being hereinafter individually referred to as a "Lien" and collectively, the "Liens"). The consummation of the sale of the Stock hereunder will convey to the Purchaser good, valid and marketable title to the Stock free and clear of all Liens. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Stock to which the Seller is a party or is bound. Except for this Agreement, there are no outstanding warrants, options, rights or agreements of any kind to acquire the Stock, or any portion of the Stock, from the Seller and all of the Stock is duly authorized, validly issued and fully paid and non-assessable.
Sample 1
Ownership of Stock; Title. 29 4.2 Authority ...................................................... 29 4.3 No Violation; Consents and Approvals ........................... 30 4.4
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Related to Ownership of Stock; Title

  • 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 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 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 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 Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • 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 Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • 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.

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