Ownership of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholder.
Ownership of the Company Shares. The Shareholders hold good and valid title to all of the Company Shares, free and clear of all Encumbrances. The Shareholders possess full authority and legal right to sell, transfer and assign the Company Shares to Buyer, free and clear of all Encumbrances. Upon transfer to Buyer by the Shareholders of the Company Shares, Buyer will own the Company Shares free and clear of all Encumbrances. There are no claims pending or, to the knowledge of either of the Shareholders, threatened, against the Company or either of the Shareholders that concern or affect title to the Company Shares, or that seek to compel the issuance of capital stock or other securities of the Company.
Ownership of the Company Shares. The Seller owns and has good and marketable right, title and interest (legal and beneficial) in and to all of the Company Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying the Purchase Consideration in accordance with this Agreement, the Buyer will acquire good and marketable title to the Company Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.
Ownership of the Company Shares. The Shareholders own, of record and beneficially, good and valid title to the Company Shares in the amounts set forth next to each Shareholder's name on Schedule 3.03, and, except as set forth on Schedule 3.03, such Company Shares (a) are validly issued, fully paid and non-assessable, (b) are free and clear of any liens, restrictions, claims, equities, charges, options, rights of first refusal or encumbrances, with no defects of title whatsoever, and (c) constitute all of the issued and outstanding shares of capital stock of Company or rights to Company shares as described in Exhibit C. Other than the Company Shares, the Shareholders own no shares of capital stock of the Company or any other equity security of the Company and no right of any kind to have any such equity security issued. Upon the Closing, AQUM shall have obtained good and valid title to the Company Shares, free and clear of any liens, restrictions, claims, equities, options, charges, rights of first refusal, or encumbrances or other restrictions, and with no defects of title whatsoever. The Shareholders have full and exclusive power, right and authority to vote the Company Shares. The Shareholders are not a party to or bound by any agreement affecting or relating to their right to transfer or vote the Company Shares.
Ownership of the Company Shares. Each of the Selling Shareholders is the record and beneficial owner of that number of Company Shares set forth opposite such Selling Shareholders' name in the chart annexed hereto as Schedule 6.2. Each Selling Shareholder has good and marketable title to such Company Shares, free and clear of any liens or other claims, security interests, pledges, or encumbrances of any nature whatsoever. All such Company Shares are duly authorized, validly issued, fully paid and nonassessable and each Selling Shareholder has complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver its Company Shares to Buyer, and upon delivery to Buyer of the certificates representing such Company Shares, either endorsed in blank for transfer or together with appropriately executed stock powers with respect thereto, Buyer shall acquire good and marketable title to such Company Shares, free and clear of any liens or encumbrances of any nature whatsoever.
Ownership of the Company Shares. (a) Each Company Stock holder owns the Company Shares, both legally and beneficially, free and clear of any and all liens, charges or encumbrances of any kind or nature whatsoever; (b) no Company Stockholder is bound by or subject to any voting trust arrangement, proxy, voting agreement, shareholder agreement, purchase agreement or other agreement or understanding (i) granting any option, warrant, or other right to purchase all or any of the Company Shares to any person, (ii) restricting the right of such Company Stockholder to sell or convey the Company Shares, or (iii) otherwise restricting any rights of such Company Stockholder with respect to the Company Shares (including restrictions as to the voting or disposition of the Company Shares); (c) each Company Stockholder has the absolute and unrestricted right, power and capacity to sell, assign and transfer the Company Shares; and (d) upon transfer to the Purchaser of the Company Shares hereunder, the Purchaser will acquire good and valid title to the Company Shares, free and clear of any liens, charges or encumbrances.
Ownership of the Company Shares. Ownership of the Company Shares. Following the recording of the Delinquent Filings, the Shareholder holds good and valid title to all of the Company Shares and the Shareholder-Owned Subsidiary Shares, free and clear of all Encumbrances. Following the recording of the Delinquent Filings, the Shareholder possesses full authority and legal right to sell, transfer and assign to Buyer the Company Shares and the Shareholder-Owned Subsidiary Shares, free and clear of all Encumbrances. Upon transfer to Buyer by the Shareholder of the Company Shares and the Shareholder-Owned Subsidiary Shares, Buyer will own the Company Shares and the Shareholder-Owned Subsidiary Shares free and clear of all Encumbrances. There are no claims pending or, to the knowledge of the Shareholder, threatened, against the Company or the Shareholder that concern or affect title to the Company Shares or the Shareholder-Owned Subsidiary Shares, or that seek to compel the issuance of capital stock or other securities of either the Company or the Company Subsidiary.
Ownership of the Company Shares. Sellers are the sole owners of ------------------------------- record of all of the Company Shares, each owning the number of shares set forth on EXHIBIT A. The shares of the Company set forth on EXHIBIT A after each Seller's name constitute all of the shares of the Company owned by such Seller and the Company Shares include all of the issued and outstanding preferred stock of the Company; and, except as set forth in the DISCLOSURE SCHEDULE, each Seller has the full right, power and authority to sell and transfer the Company Shares held by such Seller, free and clear of any lien, encumbrance, charge, equity or restriction whatsoever. Except as set forth in the DISCLOSURE SCHEDULE, there are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements, commitments or rights obligating the Sellers or any of them to transfer any shares to any person or firm.
Ownership of the Company Shares. He is the true and lawful owner of his Company Shares, has good title to and is the beneficial and record owner of his Company Shares, and has the absolute right to assign and transfer his Company Shares to FFS. His Company Shares will be conveyed to FFS free and clear of all Liens, claims, restrictions, covenants, conditions, pledges, options, encumbrances and rights of any Persons, other than pursuant to restrictions under applicable federal and state securities laws. He has not entered into any other agreement to sell or otherwise transfer his Company Shares, or entered into any agreement limiting the ability to vote or transfer his Company Shares. All of the Company Shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements, rights, conversion privileges or other agreements of any kind to acquire any share of capital stock in the Company, nor any outstanding rights or privileges to acquire any such interest. No share of capital stock of the Company has been registered under the Securities Act of 1933, as amended, nor under the securities laws of any state in which they were or may be offered for sale. The Company Shares constitute one hundred percent (100%) of the issued and outstanding capital stock of the Company.
Ownership of the Company Shares. The Stockholder has good and marketable title, free and clear of any and all Security Interests (as defined below), conditions, restrictions and voting trust arrangements, to all of the Company Shares. The Stockholder has the full right, power and authority to sell, transfer, convey, assign and deliver to the Buyer at the Closing the Company Shares and, upon consummation of the purchase and sale contemplated hereby, the Stockholder will deliver to the Buyer good and marketable title to the Company Shares, free and clear of all Security Interests, conditions, restrictions and voting trust arrangements. "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, lien, contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law).
