Common use of Ownership of Stock; Title Clause in Contracts

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 and clear of all Liens, except for any such Liens arising hereunder.

Ownership of Stock; Title. (a) Each such Seller is the sole lawful record ------------------------- and beneficial owner of the number and type of Target Securities set forth Existing Shares listed on Schedule 1 opposite such Seller's name on Exhibit A heretoname, which ownership is free and clear of all LiensLiens (except in the case of Xx. Xxxxxxxx Xxxxx and Xx. Xxxxxxx Xxxxx (the "Wendts"), some or all of whose Existing Shares ------ are subject to Liens in favor of certain banks securing indebtedness for borrowed money, which Liens shall be removed prior to the Stock Purchase Closing). Except as set forth for the Options listed on Schedule 3.11 hereto opposite Seller's name, the Target Securities set forth opposite each Seller's name on Exhibit A hereof, Existing Shares are the only class or classes shares of capital stockCompany Common Stock, securities convertible into or exchangeable for any shares of Company Common Stock or other 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 Company Common Stock or other 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 in any Person other than Purchaser rights with respect to such Seller's Target Securities in any Personthe Existing Shares or Options, and such Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, and legal right to sell, assign, transfer and deliver such Seller's Target Securitieshis or its Existing Shares and all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof. Except as set forth on Schedule 3.1, there 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 Existing Shares, Options or shares of Company Stock receivable by Seller upon exercise of any such SellerOptions. Such Seller has not received any notice of any adverse claim to the ownership of any such Target SecuritiesExisting Shares, does not have any has no 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 SecuritiesExisting Shares. On the Stock Purchase Closing Date, such Seller shall have good and marketable title to such Target Securitiesthe Existing Shares, free and clear of all Liens, and to all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof. The delivery to Purchaser of certificates for the Target Securities Existing Shares (and all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof) 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 SecuritiesExisting Shares (and such other Voting Shares), free and clear of all Liens, except for Liens created by the Purchaser. (b) in favor of Purchaser pursuant hereto. The Target Securities Existing Shares and the certificates representing the Target Securities Existing Shares owned by each Seller are now, and at all times during the term hereof will be, held by the relevant Seller Seller, or by a nominee, trustee or custodian for the benefit of such Seller, free and clear of all Liens, except for any such Liens arising hereunder.

Ownership of Stock; Title. (a) Each such Seller is The Equity Holder is, and upon exercise of the PNG Options, the Equity Holder will be, the sole lawful record and beneficial owner of the number and type of Target Securities set forth opposite such Seller's name on Exhibit A heretoPNG Shares described in Section 2.1(a), which ownership is and will be 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 The Equity Holder is not a party to any agreement creating rights with respect to such Seller's Target Securities the PNG Options or the PNG Shares in any Person, Person and such Seller the Equity Holder has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, and legal right to sell, assign, transfer and deliver such Seller's Target Securitiesthe PNG Shares. Except as set forth on Schedule 3.1, there There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreementagreements, proxies, calls or rights to subscribe of any character relating to the Target Securities owned by such SellerPNG Options or the PNG Shares. Such Seller The Equity Holder has not received any notice of any adverse claim to the ownership of any such Target Securitiesof the PNG Options or the PNG Shares, does not have any has no reason to know of any such adverse claim that may be justified justified, and is not aware of existing facts that would give rise to any adverse claim to the ownership of such Target Securitiesthe PNG Options or the PNG Shares. On the Closing Date, such Seller the Equity Holder shall have good and marketable title to such Target Securitiesthe PNG Shares, free and clear of all Liens. The delivery of certificates for the Target Securities owned by such Seller PNG Shares to the Purchaser Buyer pursuant to the provisions of this Agreement Agreement, subject to consummation of the transactions contemplated hereby, will transfer to the Purchaser Buyer good and marketable title to such Target Securitiesthe PNG Shares, free and clear of all Liens, except for Liens those created by Parent or Buyer. Other than the Purchaser. (b) The Target Securities PNG Options and the certificates representing PNG Shares, neither the Target Securities owned by each Seller Equity Holder nor any of his affiliates are nowthe record or beneficial owners, and at all times during the term hereof will bedirectly or indirectly, held by the relevant Seller of any capital stock or by a nomineeother ownership interest of any kind whatsoever in PNG or any of its Subsidiaries, trustee or custodian for the benefit other than through ownership of such Seller, free and clear of all Liens, except for any such Liens arising hereunderPIC Shares.

Ownership of Stock; Title. (a) Each Except as set forth on Schedule 3.2(a), such Seller is the sole lawful record and beneficial owner of the number and type of Target Securities set forth opposite such Seller's name on Exhibit A heretoA, 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 3.14.1, such Seller is not a party to any agreement creating rights with respect to such Seller's Target Securities in any Person, person and such Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, and legal right to sell, assign, transfer and deliver such Seller's Target Securities. Except as set forth on Schedule 3.14.1, there are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreementagreements, proxies, calls or rights to subscribe of any character relating to the Target Securities owned by such SellerSecurities. Such Seller has not received any notice of any adverse claim to the ownership of any of such Target SecuritiesSecurities (or any capital stock or other ownership interest of the Company or its predecessors), does not have any reason to know of any such adverse claim that may be justified justified, and is not aware of existing facts that would give rise to any adverse claim to the ownership of such Target SecuritiesSecurities (or any capital stock or other ownership interest of the Company or its predecessors). 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 such Securities owned by such Seller to the Purchaser pursuant to the provisions of this Agreement Agreement, subject to consummation of the transactions contemplated hereby, will transfer to the Purchaser good and marketable title to such Target Securities, free and clear of all Liens, except for Liens those 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 and clear of all Liens, except for any such Liens arising hereunder.

Ownership of Stock; Title. (a) Each such Seller is the sole lawful record and beneficial owner of the number and type of Target Securities Shares 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 The Shares 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 Shares 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, and legal right to sell, assign, transfer and deliver such Seller's Target SecuritiesShares. 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 Shares owned by such Seller. Such Seller has not received any notice of any adverse claim to the ownership of any such Target SecuritiesShares, 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 SecuritiesShares. On the Closing Date, such Seller shall have good and marketable title to such Target SecuritiesShares, free and clear of all Liens. The delivery of certificates for the Target Securities Shares 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 SecuritiesShares, free and clear of all Liens, except for Liens created by the Purchaser. (b) If such Seller is married and the Shares constitute community property or otherwise are owned or held in a manner that requires spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Seller's spouse or the person giving such approval, enforceable against such spouse or person in accordance with its terms. (c) The Target Securities Shares and the certificates representing the Target Securities Shares owned by each such Seller are now, and at all times during the term hereof will be, held by the relevant Seller Seller, or by a nominee, trustee or custodian for the benefit of such Seller, free and clear of all Liens, except for any such Liens arising hereunder.

Ownership of Stock; Title. (a) Each such The Seller is the sole lawful record and beneficial owner of the number and type of Target Securities set forth opposite such Seller's name on Exhibit A heretoSecurities, which ownership is free and clear of all Liens. Except as set forth on Schedule 3.1, the 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 the Seller or any of the other Sellers owns, beneficially or of record. Except as set forth on Schedule 3.1, such the Seller is not a party to any agreement creating rights with respect to such Seller's the Target Securities in any Person, and such the Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, and legal right to sell, assign, transfer and deliver such Seller's the 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 SellerSecurities. Such The 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 the 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 the 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 the Seller are now, and at all times during the term hereof will be, held by the relevant Seller Seller, or by a nominee, trustee or custodian for the benefit of such the Seller, free and clear of all Liens, except for any such Liens arising hereunder.

Ownership of Stock; Title. (a) Each such Seller is the sole lawful record and beneficial owner of the number and type of Target Securities set forth Existing Shares listed on Schedule 1 opposite such Seller's name on Exhibit A heretoname, which ownership is free and clear of all LiensLiens (except in the case of Xx. Xxxxxxxx Xxxxx and Xx. Xxxxxxx Xxxxx (the "Wendts"), some or all of whose Existing Shares are subject to Liens in favor of certain banks securing indebtedness for borrowed money, which Liens shall be removed prior to the Stock Purchase Closing). Except as set forth for the Options listed on Schedule 3.11 hereto opposite Seller's name, the Target Securities set forth opposite each Seller's name on Exhibit A hereof, Existing Shares are the only class or classes shares of capital stockCompany Common Stock, securities convertible into or exchangeable for any shares of Company Common Stock or other 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 Company Common Stock or other 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 in any Person other than Purchaser rights with respect to such Seller's Target Securities in any Personthe Existing Shares or Options, and such Seller has the full power and, subject to approval of the Bankruptcy Court without any stay thereof being in force, and legal right to sell, assign, transfer and deliver such Seller's Target Securitieshis or its Existing Shares and all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof. Except as set forth on Schedule 3.1, there 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 Existing Shares, Options or shares of Company Stock receivable by Seller upon exercise of any such SellerOptions. Such Seller has not received any notice of any adverse claim to the ownership of any such Target SecuritiesExisting Shares, does not have any has no 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 SecuritiesExisting Shares. On the Stock Purchase Closing Date, such Seller shall have good and marketable title to such Target Securitiesthe Existing Shares, free and clear of all Liens, and to all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof. The delivery to Purchaser of certificates for the Target Securities Existing Shares (and all other Voting Shares beneficial ownership of which is acquired by Seller on or after the date hereof) 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 SecuritiesExisting Shares (and such other Voting Shares), free and clear of all Liens, except for Liens created by the Purchaser. (b) in favor of Purchaser pursuant hereto. The Target Securities Existing Shares and the certificates representing the Target Securities Existing Shares owned by each Seller are now, and at all times during the term hereof will be, held by the relevant Seller Seller, or by a nominee, trustee or custodian for the benefit of such Seller, free and clear of all Liens, except for any such Liens arising hereunder.