Ownership of the Stock. The Securityholder owns 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 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. 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 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. (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 "Lien" shall mean any mortgage, deed of trust, trust, pledge, vendors' or other lien or charge of any kind (including any agreement to give any of the foregoing), any conditional sale or other title retention agreement, any lease in the nature of any of the foregoing, any claim, security interest, assignment, or encumbrance of any kind, any negative lien and the filing of or agreement to give any financing statement or similar notice of security interest.
Ownership of the Stock. The ESOP owns on the Closing Date the number of shares of Stock set forth next to the ESOP's name on Schedule 3.2 annexed hereto, free and clear of all Liens other than Liens arising out of, under or in connection with this Agreement. At the Closing, the ESOP shall convey to the Purchaser good title to the Stock, free and clear of all Liens.
Ownership of the Stock. The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, par value $.001 per share, of which 3,741,155 shares are currently issued and outstanding. The Company will deliver at Closing a Warrant to purchase up to 2,400,000 shares of Common Stock. After the Closing, and upon exercise of all or part of the Warrant and receipt of valid consideration therefor, the Company will issue and deliver up to 2,400,000 shares of Common Stock (previously defined herein as the "Stock") to the Lender. The Company warrants that it has the authority to issue the Stock issuable upon exercise of the Warrant to be purchased hereunder. Upon exercise and delivery of valid consideration to the Borrower, the Lender will obtain good and marketable title to the Stock, free and clear of all liens, claims, encumbrances or restrictions of any kind. Upon exercise of the Warrant and assuming valid consideration being delivered to the Borrower upon exercise, the stock issuable upon exercise of the Warrant will be validly issued, fully paid and non-assessable and will not be issued in violation of, and will not be subject to any preemptive rights. The Company has reserved for issuance the shares of stock issuable under the Warrant.
