Record and Beneficial Ownership. Immediately prior to the closing of the transactions under this Agreement, Xxxxxxx Xxx was the sole record and beneficial owner of 11,706,537 shares of Common Stock issued by the Company, as the term beneficial owner is defined under Rule 13d-3(d) under the Exchange Act, free and clear of all pledges, liens and encumbrances.
Record and Beneficial Ownership. Such Selling Shareholder is the record and beneficial owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims; and upon payment for the Securities to be sold by the Selling Shareholders to the Underwriter as provided in this Agreement, the delivery of such Securities to Cede & Co. ("Cede") or such other nominee as may be designated by The Depository Trust Company ("DTC"), the registration of such Securities in the name of Cede or such other nominee and the crediting of such Securities on the records of DTC to security accounts in the name of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (as such phrase is defined in Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the "UCC")) to such Securities or any security entitlement in respect thereof), (A) DTC shall be a "protected purchaser" of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a security entitlement in respect of such Securities and (C) to the extent governed by Article 8 of the UCC, no action based on any "adverse claim" (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriter; it being understood that for purposes of this representation and warranty, each Selling Shareholder has assumed that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or such other nominee as may be designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the securities account or accounts in the name of the Underwriter on the records of DTC will have been made pursuant to the UCC.
Record and Beneficial Ownership. Such Selling Shareholder (i) is at the date hereof the record and beneficial owner of the Securities to be sold by such Selling Shareholder under this Agreement, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or charge of any kind, other than pursuant to this Agreement, (ii) will be at the Closing Time and, if any Option Securities are purchased from such Selling Shareholder, on the Date of Delivery, the record and beneficial owner of the Securities to be sold by such Selling Shareholder under this Agreement, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or charge of any kind, other than pursuant to this Agreement, and (iii) has no knowledge of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code) that has been or that may be asserted against any of the Securities to be sold by such Selling Shareholder under this Agreement.
Record and Beneficial Ownership. Immediately prior to the closing of the transactions under the Share Exchange Agreement, Xxxxxxx Xxxxxxx was the sole record and beneficial owner of all of the outstanding capital shares of Lorain, as the term beneficial owner is defined under Rule 13d-3(d) under the Exchange Act, free and clear of all pledges, liens and encumbrances. Xxxxxxx Xxxxxxx is the sole record owner, and Xxxxxxx Xxxxxxx and Xx Xxxx are the sole beneficial owners, of all 697,633 shares Series B Preferred Stock issued by the Company under the Share Exchange Agreement, as the term beneficial owner is defined under Rule 13d-3(d) under the Exchange Act, free and clear of all pledges, liens and encumbrances.
Record and Beneficial Ownership. Except for the shares of Common Stock held by SB Thrunet Pte Ltd., each of the Selling Shareholders has good and marketable title to, and is the lawful record and beneficial owner of, the shares of Common Stock listed next to such Selling Shareholder's name on Schedule II and, as of the First Closing Date or the Second Closing Date, as applicable, free and clear of all Liens. With respect to the shares of Common Stock held by SB Thrunet Pte Ltd., as of the Second Closing Date, certain Selling Shareholder(s) will have good and marketable title to, and will be the lawful record and beneficial owner of, such shares of Common Stock, free and clear of all Liens. The Selling Shareholders have, and upon consummation of the transactions contemplated in Article 2 hereof, Hanaro shall have, legal, uncontested and unrestricted title to the Transferred Shares. The Transferred Shares represent, in the aggregate, approximately 40.51% of the issued and outstanding equity interest in the Company on a fully-diluted basis.
