Ownership of Xxxxxx Shares Sample Clauses

Ownership of Xxxxxx Shares. The delivery of certificates to the Buyer provided in Section 2.2 will result in the Buyer's immediate acquisition of record and beneficial ownership of the Xxxxxx Shares, free and clear of all Encumbrances subject to applicable State and Federal securities laws.
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Ownership of Xxxxxx Shares. Each Shareholder holds good and valid title to 500 of the Xxxxxx Shares, free and clear of all Encumbrances. The Shareholders possess full authority and legal right to sell, transfer and assign to Key the Xxxxxx Shares, free and clear of all Encumbrances. Upon transfer to Key by the Shareholders of the Xxxxxx Shares, Key will own the Xxxxxx Shares free and clear of all Encumbrances. There are no claims pending or, to the knowledge of either of the Shareholders, threatened, against Xxxxxx or either of the Shareholders that concern or affect title to either the Xxxxxx Shares, or that seek to compel the issuance of capital stock or other securities of Xxxxxx.
Ownership of Xxxxxx Shares. The issued and outstanding share capital of Xxxxxx will on Closing consist of 100 shares of common stock (being the Xxxxxx Shares), which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares. The Xxxxxx Shareholders will be at Closing the registered and beneficial owner of the Xxxxxx Shares. The Xxxxxx Shares owned by the Xxxxxx Shareholders will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever;
Ownership of Xxxxxx Shares. Xxxxxx is both the record and beneficial owner of the Xxxxxx Shares. Xxxxxx is not the record or beneficial owner of any other BBNA Shares.
Ownership of Xxxxxx Shares. Such Stockholder is the owner of the Xxxxxx Shares set forth opposite such Stockholder’s name on Section 4.03 of the Disclosure Letter and has the power and authority to transfer, sell, assign and convey to the Company such Xxxxxx Shares free and clear of any Liens and, upon delivery of the consideration for such Xxxxxx Shares as provided herein, the Company will acquire good and valid title thereto, free and clear of any Liens. Except as set forth on Section 4.03 of the Disclosure Letter, there are no, and, as of the Closing, there will not be any outstanding equity interests in Xxxxxx or any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding entitling any Person to acquire any equity interests in Xxxxxx. Except as provided for or contemplated by this Agreement or any other agreements referenced herein, there are no, and, as of the Closing, there will not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding entitling any Person to acquire any equity interests in Xxxxxx, any Xxxxxx Subsidiary or any JV Entity, except pursuant to Permitted Liens or rights established pursuant to the terms of the Organizational Documents and related agreements with respect to Xxxxxx, the Xxxxxx Subsidiaries and JV Entities that have been previously disclosed to the Company.

Related to Ownership of Xxxxxx Shares

  • 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 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 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 Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

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