Ownership of the Securities. The Holder is the legal and beneficial owner of the Securities. The Holder paid for the Securities, and has continuously held the Securities since its issuance or purchase. The Holder, individually or through an affiliate, owns the Securities outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.
Ownership of the Securities. The IM-Security Provider shall at all times prior to enforcement of the IM-Security Interest pursuant to Clause 7 (Enforcement) remain the legal owner of the IM-Securities Collateral for all purposes (it being understood that any such rights shall be subject to the IM- Security Interest and any other rights of the IM-Security Receiver under this Agreement).
Ownership of the Securities. Seller is the sole record and beneficial owner of the Securities. Seller has good and valid title to the Securities, free and clear of any and all Liens (other than Permitted Liens of the type described in clause (iii) of the definition thereof). The Securities will be sold, transferred and conveyed to Buyer pursuant to the procedures set forth in this Agreement, free and clear of all Liens (other than Permitted Liens of the type described in clause (iii) of the definition thereof).
Ownership of the Securities. The Transferors own the Membership Interests beneficially and of record, free and clear of any liens, claims or encumbrances (except for any encumbrances created on behalf of the Transferee hereunder) (collectively, “Encumbrances”). The Transferors have not entered into any agreement, arrangement or other understanding (i) granting any option, warrant or right of first refusal with respect to the Membership Interests to any Person, (ii) restricting the Transferors’ right to sell the Membership Interests to any Person, or (iii) restricting any other of the Transferors’ rights with respect to the Membership Interests. The Transferors have the absolute and unrestricted right, power and capacity to assign and transfer the Membership Interests to the Transferee free and clear of any Encumbrances (except for any encumbrances created on behalf of the Transferee hereunder). Upon execution of this Agreement, the Transferee shall acquire good, valid and marketable title to the Membership Interests, free and clear of any Encumbrances (except for any encumbrances created on behalf of the Transferee hereunder).
Ownership of the Securities. Such Stockholder is the beneficial owner of the Shares set forth opposite such Stockholder's name in Schedule A hereto, and such Shares are owned free and clear of all liens, encumbrances, charges, security interests, claims and assessments, and are subject to no restrictions with respect to transferability except in compliance with applicable securities laws.
Ownership of the Securities. Seller is the record and beneficial owner of, and has good and valid title to, all of the Securities, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of the Company or applicable securities Laws, or resulting from actions of Buyer or any of its Affiliates). Except for this Agreement and the Organizational Documents of the Company, Seller is not a party to (a) any option, warrant, purchase right or other Contract that could require Seller or, after the Closing, Buyer or any of its Affiliates to sell, transfer or otherwise dispose of any of such Securities or (b) any voting trust, proxy or other Contract with respect to the voting of such Securities.
Ownership of the Securities. The Securities conveyed by the Holder herein are free and clear of all liens, encumbrances, pledges, restrictions on sale or transfer (other than restrictions imposed by applicable securities laws), preemptive rights, options, and claims of any and all kind.
Ownership of the Securities. Such Seller owns the Securities ascribed to him, her or it, in Section 2.1 of the Disclosure Schedule beneficially and of record, free and clear of any Encumbrance and such Seller does not own any other equity securities of the Company or rights to acquire any other equity securities of the Company, except as set forth in the Registration Rights Agreement and the Stockholders' Agreement. Except as described in Section 3.4 of the Disclosure Schedule, there are no options, warrants, purchase rights, or other contracts, commitments or agreements to which such Seller is a party that could require such Seller to sell, transfer or otherwise dispose of any of the Securities or that could affect the right of such Seller to convey the Securities owned by such Seller to Buyer at Closing, and such Seller has the absolute right, authority, power and capacity to sell, assign and transfer the Securities owned by him, her or it to Buyer free and clear of any Encumbrance (except for restrictions imposed generally by applicable securities Laws, and except as provided in the Registration Rights Agreement and the Stockholders' Agreement). Except as described in Section 3.4 of the Disclosure Schedule, such Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any of the Securities. Upon delivery at the Closing by such Seller to Buyer of the certificates for the Shares and instruments of transfer with respect to the Options, Buyer will acquire good, valid and marketable title to such Securities, free and clear of any Encumbrance (except for applicable securities Laws restrictions).
Ownership of the Securities. Seller is the investment manager for the Beneficial Owners. The Beneficial Owners own the Securities, free and clear of all liens, security interests or encumbrances of any kind. Upon delivery of the Securities to Buyer at the Closing, Buyer will own the Securities, free and clear of all liens, pledges, security interests, restrictions, prior assignments, options, charges, agreements or other claims or encumbrances of any kind, and will receive good and marketable title to the Securities.
Ownership of the Securities. The Investor is the legal and beneficial owner of the Notes and the Redemption Shares. The Investor owns the Redemption Shares outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.
