Ownership of the Rollover Shares. Holder represents and warrants that Holder (i) owns and holds good and valid title to all of the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1 to the JBA, free and clear of any liens or other restrictions on title that would prevent Holder from entering into this Agreement or consummating the Merger, (ii) Holder has sole voting power, power of disposition, and power to issue instructions with respect to the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1 to the JBA and power to agree to all of the matters applicable to Holder set forth in this Agreement, in each case, over all of the Rollover Shares set forth opposite Holder’s name on Schedule 1, and (iii) Holder owns no other securities (including debt securities) of the Company or any of its subsidiaries or securities that are convertible, exercisable or exchangeable for such securities other than the Rollover Shares.
Ownership of the Rollover Shares. Xxxxxx is the sole record and beneficial owner of the Rollover Shares. Holder (or its nominee or custodian for the benefit of Holder) has sole voting power, sole power of disposition and sole power to issue instructions with respect to the matters set forth in Sections 2.6 and 2.7 herein and all other matters set forth in this Agreement, in each case with respect to all of the Rollover Shares with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Except as permitted by this Agreement, the Rollover Shares and the certificates representing such Rollover Shares, if any, are now, and at all times prior to the Expiration Date will be, held by Xxxxxx, or by a nominee or custodian for the benefit of Holder, free and clear of any and all Liens, except for transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws.
Ownership of the Rollover Shares. Investor is the sole record and beneficial owner of the Rollover Shares set forth under Investor's name in SCHEDULE 1 hereto, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Except as set forth in SCHEDULE 3.2, neither Investor nor any of its affiliates is a party to, or bound by, any arrangement, agreement, instrument or order (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of InterDent, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of InterDent, or (iii) relating to rights to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 of any capital stock or equity securities of InterDent.
Ownership of the Rollover Shares. As of immediately prior to the Rollover Closing, such Stockholder will hold, directly or indirectly, of record and beneficially own its respective Rollover Shares as set forth on Schedule B (as may be updated in accordance with this Agreement), free and clear of all Liens. As of the date hereof and on the date of the Rollover Closing, such Stockholder will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement or applicable Company employee equity plans) that could require, or restrict or impair the ability of, such Stockholder to sell, transfer, or otherwise dispose of any of its respective Rollover Shares.
Ownership of the Rollover Shares. Holder represents and warrants, as indicated on Fairfax Financial Holdings Limited’s Schedule 13D on file with the Securities Exchange Commission, as amended through the date hereof and the Company’s most recent Form 20-F, that Holder (i) owns and holds good and valid title to all of the Rollover Shares set forth opposite Holder’s name on Schedule 1 to the JBA, free and clear of any liens or other restrictions on title that would prevent Holder from entering into this Agreement or consummating the Merger, (ii) Holder has sole voting power, power of disposition, and power to issue instructions with respect to the Rollover Shares set forth opposite Holder’s name on Schedule 1 to the JBA and power to agree to all of the matters applicable to Holder set forth in this Agreement, in each case, over all of the Rollover Shares set forth opposite Hxxxxx’s name on Schedule 1, and (iii) Holder owns no other securities (including debt securities) of the Company or any of its subsidiaries or securities that are convertible, exercisable or exchangeable for such securities other than the Rollover Shares (other than the Company’s Series J Preferred Shares).
Ownership of the Rollover Shares. The Investor is the record and beneficial owner of the Rollover Shares, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Rollover Shares (“Liens”). Neither the Investor nor any of its affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement) (i) relating to the sale, repurchase, assignment or other transfer of any capital stock or equity securities of the Company, (ii) relating to the receipt of dividends, proxy rights or voting rights of any capital stock or other equity securities of the Company or (iii) relating to the rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of the Company.
Ownership of the Rollover Shares. Investor is the sole record and beneficial owner of the Rollover Shares set forth opposite Investor’s name in Schedule 1 hereto, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Neither Investor nor any of its affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement (as defined in the Merger Agreement)) (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of Varsity, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of Varsity, or (iii) relating to rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of Varsity.
Ownership of the Rollover Shares. Investor is the sole record and beneficial owner of the Rollover Shares, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Neither Investor nor any of its affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement (as defined in the Merger Agreement)) (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of Varsity, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of Varsity, or (iii) relating to rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of Varsity.
Ownership of the Rollover Shares. Other than restrictions created by the Voting Agreement, dated as of July 28, 2005, by and between Investor, Parent, Merger Co and the Company (the “Voting Agreement”), Investor is the record and beneficial owner of the Rollover Shares, free and clear of all Liens. Neither Investor nor any of his affiliates is a party to, or bound by, any contract, arrangement, agreement, instrument or order (other than this Agreement and the Voting Agreement) (i) relating to the sale, repurchase, assignment or other transfer of any capital stock or equity securities of the Company, (ii) relating to the receipt of dividends, proxy rights or voting rights of any capital stock or other equity securities of the Company or (iii) relating to the rights to registration under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any capital stock or equity securities of the Company.
Ownership of the Rollover Shares. The Shareholder is, as of the date hereof, the record and beneficial owner of the Rollover Shares, all of which are free and clear of any Liens, other than those created by this Agreement, the Merger Agreement or arising under applicable securities Laws. The Shareholder has the full legal right, power and authority to deliver the Rollover Shares pursuant to Section 2. The Shareholder has the sole right to dispose of the Rollover Shares and none of the Rollover Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, the Shareholder has not entered into any agreement to Transfer any Rollover Shares and no person has a right to acquire any of the Rollover Shares held by the Shareholder.
