Ownership of the Stock. The Securityholders own all of the Stock beneficially and of record, free and clear of all liens, restrictions, encumbrances, charges, and adverse claims and the Stock to be purchased hereunder constitutes One Hundred Per Cent (100%) of issued and outstanding stock of the Company.
Ownership of the Stock. Shareholder has good and marketable title to the Common Stock of Group purchased and exchanged hereunder, free and clear of all claims, liens, encumbrances, charges, assessments or other rights or interests of any person. There are no restrictions with respect to the transferability of the Common Stock of Group to either CTI or Siemens in accordance with the terms of this Agreement, and upon transfer of the Common Stock of Group, the holder thereof will receive good and marketable title to the Group Common Stock, free and clear of all claims, liens, encumbrances, charges, assessments and restrictions or other rights or interest of other persons whatsoever.
Ownership of the Stock. The Shareholders severally represent and warrant that they own, beneficially and of record, good and marketable title to the Stock, which constitutes all of the issued and outstanding capital stock of Target free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholder agreements. Target represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
Ownership of the Stock. Shareholders own, beneficially and of record, good and valid title to the Stock, which constitutes all of the issued and outstanding capital stock of the Corporation, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders' agreements. At the Closing, Shareholders will convey to Purchaser good and valid title to all of the issued and outstanding capital stock of the Corporation, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders' agreements or restrictions.
Ownership of the Stock. Such Principal Shareholder owns, beneficially and of record, good and marketable title to the shares of Company Common Stock set forth opposite such Principal Shareholder's name on Schedule 3.01, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options and shareholders' agreements, except as set forth in Schedule 3.01. At the Closing, such Principal Shareholder will convey to Parent or tender in exchange for the Parent Common Stock good and marketable title to all of the shares of Company Common Stock set forth opposite such Principal Shareholder's name on Schedule 3.01, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders' agreements, except as set forth in Schedule 3.01.
Ownership of the Stock. The shareholders listed on Schedule 3.01 own, beneficially and of record, good and marketable title to the shares of Company Common Stock set forth opposite such shareholders' names on Schedule 3.01, which constitutes all of the issued and outstanding capital stock of the Company, and to the knowledge of the Company and Ladin, free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or shareholders' agreements, except as set forth in Schedule 3.01. At the Closing, the shareholders of the Company will convey to Parent good and marketable title to all of the issued and outstanding capital stock of the Company, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, shareholders' agreements or restrictions, except as set forth in Schedule 3.01.
Ownership of the Stock. All of the Shares have been duly authorized and validly issued, and are fully paid up, and are owned by Seller free and clear of any and all encumbrances or third party rights of any kind. There is no outstanding obligation on the part of Seller to make any additional contributions to the share capital of the Company. There are no outstanding options, warrants or other rights of any kind, including any right of conversion, pre-emption or right of first refusal entitling any person to acquire from Seller any Shares. No proxy has been given, appointed or granted which is still effective with respect to any of the Shares, and Seller has sole power of disposition with respect to the Shares. Upon delivery of the certificates for the Shares at the Closing as provided herein, Seller will transfer to Purchaser valid title to the Shares, free and clear of any liens, security interests, pledges or encumbrances of any kind.
Ownership of the Stock. The Stockholder is the sole record and beneficial owner of the Stock and has good and marketable title to such shares, free and clear of any title defect, objection, security interest, pledge, encumbrance, lien, charge, claim, option, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, "Liens"), other than as set forth in the Shareholders Agreement. Neither the Stockholder nor his affiliates has any interest, directly or indirectly, in any other equity in the Company or its affiliates, or has any other direct or indirect interest in any tangible or intangible property of the Company, or has any direct or indirect outstanding indebtedness to or from the Company, or related, directly or indirectly, to its assets. Upon consummation of the transactions contemplated by this Agreement, the Stockholder shall have no direct or indirect interest in the Company.
Ownership of the Stock. (a) The number of shares of outstanding Stock, the record owners thereof, and the record addresses and social security number or tax identification number of each of the Principal Stockholders, are as set forth on Schedule 4.1 annexed hereto. Each Principal Stockholder is the legal and beneficial owner of such Principal Stockholder's shares of the Stock enumerated next to such Principal Stockholder's name on Schedule 4.1 hereto, free and clear of all pledges, Liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever, except any restrictions which may be created by operation of state or federal securities laws (which restrictions are set forth on such Schedule. For purposes of this Agreement, a "
Ownership of the Stock. The Vendor is owner of the Shares, with all the rights that are inherent thereto as Class D shares of the Company. The Shares represent fourteen point ninety percent (14.90%) of the capital stock of the Company (counting any option, uncapitalized contribution, right to receive shares in the Company or any security or debt convertible into shares as if that right or conversion had materialized), are duly issued, fully paid in and are sold and transferred, free of charges and Liens or any other right-party rights, except for the restrictions established in Article 7 of the Corporate Bylaws and pursuant to the 0000 Xxx. The Company has not issued or granted options, securities of any nature convertible into shares, rights to receive or subscribe to shares, nor are there uncapitalized contributions of any nature.
