Ownership of Xxxxxxxx Shares Sample Clauses

Ownership of Xxxxxxxx Shares. Such Stockholder owns of record and beneficially all of the outstanding Xxxxxxxx Shares set forth opposite such Stockholder's name on Exhibit A hereto, free and clear of any Liens, and has all requisite legal right, power and authority to transfer such Xxxxxxxx Shares to the Company or Xxxxxxxx Ltd., as the case may be. Assuming the Company or Xxxxxxxx Ltd., as the case may be, has the requisite corporate power and authority to be the lawful owner of the Xxxxxxxx Shares, upon delivery to the Company or Xxxxxxxx Ltd., as the case may be, at the Closing of certificates representing the Xxxxxxxx Shares duly endorsed for transfer to the Company or Xxxxxxxx Ltd., as the case may be, and receipt by the Stockholders of the consideration therefor, the Company or Xxxxxxxx Ltd., as the case may be, will acquire the Xxxxxxxx Shares free and clear of any Liens, other than those arising from acts of the Company or Xxxxxxxx Ltd., as the case may be.
Sample 1
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Ownership of Xxxxxxxx Shares. The Shareholder holds good and valid title to all of the Xxxxxxxx Shares, free and clear of all Encumbrances (as defined in Section 2.1.8.1 hereof). There are no claims pending or, to the Shareholder's knowledge, threatened, against Xxxxxxxx or the Shareholder that concern or affect title to the Xxxxxxxx Shares, or that seek to compel the issuance of capital stock or other securities of Xxxxxxxx.
Sample 1
Ownership of Xxxxxxxx Shares. Xxxxxxxx hereby represents and warrants with that it is legally able to issue to American 51,000 new shares of Xxxxxxxx Common Shares which will represent fifty one percent (51%) of all the shares outstanding at the time of closing of Xxxxxxxx and Xxxxxxxx further hereby represents to American that Xx. Xxxx Xxxxxxxx is or will be the owner of 49,000 shares of Xxxxxxxx representing 49% of all outstanding shares of Xxxxxxxx. Xxxxxxxx further represents that this 51,000 shares is free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever and that Xxxxxxxx has full right, power, and authority to transfer, assign, convey, and deliver such shares; and delivery of such shares at the closing will convey to American good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever. For the purposes of this Agreement, Knowledge shall mean actual knowledge after reasonable investigation.
Sample 1
Ownership of Xxxxxxxx Shares. With respect to the shares of Xxxxxxxx Mining Pvt. Ltd. that I will exchange for the Securities (the “Xxxxxxxx Shares”) pursuant to that certain Agreement and Plan of Reorganization dated December 29, 2006 (the “Agreement”), I further represent and warrant that: (i) I own the Xxxxxxxx Shares free and clear of liens, claims or encumbrances of any kind; and (ii) I have the requisite power and authority to transfer such shares pursuant to and in accordance with the terms of the Agreement.
Sample 1

Related to Ownership of Xxxxxxxx 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 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 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 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 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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