Ownership of Target Company Capital Stock Sample Clauses

Ownership of Target Company Capital Stock. The shares of Target Company Capital Stock listed on Schedule 2.1(c) of the Company Disclosure Schedule next to the applicable Target Company (i) are owned on the date of this Agreement legally, beneficially and of record by the Company; (ii) will be owned legally, beneficially and of record immediately prior to the Closing by the Company, free and clear of any Liens; and (iii) constitute all of the Target Company Capital Stock outstanding. The Company has not granted to any Person any rights (including without limitation proxy rights or options with respect to any shares or units of Target Company Capital Stock) and the Company is not a party to any voting trust or other agreement or understanding with respect to such Target Company Capital Stock.
Sample 1
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Ownership of Target Company Capital Stock. The shares of, or other ownership interests in, the applicable Target Company Capital Stock listed on Schedule 12.1(c) of the applicable Target Company Disclosure Schedule opposite such Target Shareholder's name (i) are owned on the date of this Agreement legally, beneficially and of record by such Target Shareholder; (ii) will be owned legally, beneficially and of record immediately prior to the Closing by such Target Shareholder, free and clear of any Liens; and (iii) constitute all of the Target Company Capital Stock owned legally, beneficially or of record by such Target Shareholder. Such Target Shareholder has not granted to any Person any rights (including without limitation proxy rights or options with respect to any shares or units of Target Company Capital Stock) and such Target Shareholder is not a party to any voting trust or other agreement or understanding with respect to such Target Company Capital Stock. Such Target Shareholder has no claim against his or her respective Target Company or any of its officers, directors or other shareholders or members or other Person with respect to the issuance of any Target Company Capital Stock. Such Target Shareholder has not commenced nor intends to commence a voluntary case or other proceeding, and no involuntary case or other proceeding has been commenced against such Target Shareholder seeking liquidation or other relief with respect to its debts under any bankruptcy, insolvency or other similar law.
Sample 1

Related to Ownership of Target Company Capital Stock

  • 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 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 Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • 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. Section 4.05

  • Ownership of Company Common Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • 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.

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

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