Ownership of Xxxxxx Holdco Sample Clauses

Ownership of Xxxxxx Holdco. Executive and Xxxxxx Holdco represent and warrant to the Company, SHUSA and Sponsor Holdings that, immediately following the completion of the Reorganization, (i) Executive owns all of the outstanding Securities of DDFS Management Company LLC and a majority of the outstanding limited partner interests of DDFS Partnership LP and (ii) DDFS Partnership LP owns all of the outstanding Securities of Xxxxxx Holdco. Executive and Xxxxxx Holdco represent and warrant to SHUSA that, immediately following the completion of the Reorganization, Xxxxxx Holdco owns approximately 10% of the outstanding shares of Common Stock free and clear of any Liens (other than Liens created by this Agreement, the Xxxxxx Purchase Agreement or the Xxxxxx Loan Agreement). Executive shall not, without the prior written consent of SHUSA, Transfer any of the limited partnership interests of DDFS Partnership LP if the result thereof is that Executive does not beneficially own and control a majority of the outstanding limited partnership interests of DDFS Partnership LP (with the remaining interests held by, or by trusts for the benefit of, members of Executive’s family), or Transfer any of the Securities of DDFS Management Company LLC, or cause or permit DDFS Partnership LP to Transfer any Securities of Xxxxxx Holdco, or cause or permit DDFS Management Company LLC, DDFS Partnership LP or Xxxxxx Holdco (i) to enter into any merger, consolidation or amalgamation, (ii) liquidate, wind up or become dissolved or (iii) engage in any other transaction if the result thereof is that Executive does not beneficially own and control 100% of the outstanding Securities of DDFS Management Company LLC and a majority interest of the outstanding limited partner interests of DDFS Partnership LP (with the remaining interests held by, or by trusts for the benefit of, members of Executive’s family) or DDFS Partnership LP does not beneficially own and control 100% of the outstanding Securities of Xxxxxx Holdco following the consummation thereof.
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Related to Ownership of Xxxxxx Holdco

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

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