Ownership of Subject Securities. As of the date hereof, Company Stockholder is the holder of record or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, 1,361,423 Subject Shares, Subject Options covering 0 Subject Shares, Subject RSUs covering 0 Subject Shares and Subject PSUs covering 0 Subject Shares, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever (including any restriction on the right to transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act. As of the date hereof, Company Stockholder does not own, beneficially or otherwise, any Company Common Stock, Company Options or other securities of the Company other than the Subject Shares, Subject Options, Subject RSUs and Subject PSUs described in this Section 2.2.
Ownership of Subject Securities. As of the date hereof, Company Stockholder is the record or beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of, and has good title to, the Subject Shares and the Subject Options, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever (including any restriction on the right to transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act.
Ownership of Subject Securities. The Stockholder is, and, subject to any Transfer permitted pursuant to Section 2.2(a), will be continuously up until the Closing, the direct or indirect beneficial owner of the Subject Securities set out opposite such Stockholder’s name in Appendix A, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. The Stockholder does not own or have any interest in any securities of XXXX other than the Subject Securities. The Stockholder is not a party to, bound or affected by or subject to, any charter or by-law, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership of Subject Securities. Schedule A hereto accurately sets forth all of the Subject Securities which the Company Securityholder owns, beneficially or of record, directly or indirectly, or over which it exercises control or direction.
Ownership of Subject Securities. As of the date hereof, Company Stockholder is the holder of record or “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, [·] Subject Shares[ (including [·] Unvested Company Shares)], Subject Options covering [·] Subject Shares, Subject RSUs covering [·] Subject Shares and Subject PSUs covering [·] Subject Shares, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever (including any restriction on the right to transfer such Subject Shares), except as provided hereunder or pursuant to any applicable restrictions on transfer under the Securities Act. As of the date hereof, Company Stockholder does not own, beneficially or otherwise, any Company Common Stock, Company Options or other securities of the Company other than the Subject Shares, Subject Options, Subject RSUs and Subject PSUs described in this Section 2.2.
Ownership of Subject Securities. The Shareholder is, and, subject to any transfer permitted pursuant to Section 4.1, will be continuously up until the Effective Time, the direct or indirect beneficial owner of the Owned Shares set out opposite such Shareholder’s name in Exhibit A, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. The Shareholder does not own or have any interest in any securities of Parent other than the Owned Shares set forth opposite such Shareholder’s name on Exhibit A hereto. The Shareholder is not a party to, bound or affected by or subject to, any charter or by-law, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership of Subject Securities. As of the date hereof, such Securityholder is, and (except with respect to any Subject Securities Transferred in accordance with Section 9 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period will be, the beneficial owner of such Securityholder’s Subject Securities with no restrictions on such Securityholder’s rights of disposition pertaining thereto, except for any applicable restrictions on Transfer under the 1933 Act. Except to the extent of any Subject Securities acquired after the date hereof (which shall become Subject Securities upon that acquisition), the number of Shares, Company Notes and In-the-Money Warrants set forth on the signature page hereto executed and delivered by each Securityholder are the only Shares, Company Notes and In-the-Money Warrants beneficially owned by such Securityholder on the date of this Agreement. Other than the Subject Securities and any Shares that are the subject of unexercised In-the-Money Warrants or Company Options or unconverted Company Notes or deferred stock units held by such Securityholder (the number of which is set forth on the signature page hereto executed and delivered by such Securityholder), such Securityholder does not own any Shares, Company Notes, In-the-Money Warrants or any other 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 Subject Securities. The Reunion Gold Securityholder is, and will be immediately prior to the Effective Time, the sole registered and/or beneficial owner of its Subject Securities. As of the date hereof, other than the Subject Securities set forth in Schedule A, the Reunion Gold Securityholder does not own of record or beneficially, or exercise control or direction over, any Reunion Gold Securities and the Reunion Gold Securityholder has no agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing the right to acquire, securities of Reunion Gold or any rights or privilege capable of becoming an agreement or option for the purchase or acquisition by the Reunion Gold Securityholder or transfer to the Reunion Gold Securityholder of additional securities of Reunion Gold;
Ownership of Subject Securities. (a) Such Stockholder is the sole legal and beneficial owner of the number of the Subject Shares set forth opposite such Stockholder’s name on Annex A hereto and, in the case of the Principal Stockholder, the Stock Options and Company Awards set forth on Annex B hereto, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options, spousal rights or limitations of whatever nature and free of any other limitation or restriction (including any voting agreement or other restriction on the right to vote, sell or otherwise dispose of such Subject Securities), other than pursuant to this Agreement, federal securities laws, Company trading policies and, in the case of the Stock Options and Company Awards, applicable grant agreements, except that (i) the other Stockholders may be deemed to beneficially own such Subject Securities under Rule 13d-3 of the Exchange Act and (ii) in the case of each Stockholder that is a trust or foundation, Xxxxx Transport, as such Stockholder’s trustee, may be deemed to beneficially own such Subject Securities under Rule 13d-3 of the Exchange Act.
(b) Such Stockholder has the sole power to vote (or cause to be voted), but excluding any Stock Options or Company Awards that have no voting rights, and to dispose of (or cause to be disposed of) the Subject Securities set forth opposite such Stockholder’s name on Annex A or Annex B hereto, as applicable, except that (i) in the case of KMC Partners L.P., the Principal Stockholder, in his capacity as the Managing Member of KMC Partners, LLC (the general partner of KMC Partners L.P.), has the power to vote (or cause to be voted) and to dispose of (or cause to be disposed of) such Subject Securities and (ii) in the case of each Stockholder that is a trust or foundation, Xxxxx Transport, as such Stockholder’s trustee, has the power to vote (or cause to be voted) and to dispose of (or cause to be disposed of) such Subject Securities.
Ownership of Subject Securities. The Holder is the direct beneficial owner of the Exchange Note Amount and, following consummation of the Initial Exchange in accordance with the terms and subject to the conditions set forth in the Exchange Agreement, will be the direct beneficial owner of the New Preferred Shares. Subject to any Transfer permitted pursuant to paragraph 4(a), the Holder will be continuously up until the Closing, the direct beneficial owner of the Exchange Note Amount (prior to the consummation of the Initial Exchange) and the New Preferred Shares (following consummation of the Initial Exchange), in each case with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. The Holder is not a party to, bound or affected by or subject to, any charter or by-law, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
