Securities Ownership. Notwithstanding anything to the contrary in this Agreement, the Executive may, directly or indirectly, own, solely as an investment, securities of any person engaged in the business of the Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Executive (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own five percent or more of any class of securities of such person.
Securities Ownership. The Investor’s investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and they have no intent to acquire or exercise control of, the Company.
Securities Ownership. Seller is the beneficial and record owner of the Shares, free and clear of any lien, pledge, option, security interest, claim, charge, third party right or any other restriction or encumbrance (each an “Encumbrance”) and will, at the Closing, transfer to Purchaser good and marketable title to the Shares, free and clear of any Encumbrance, except in each case for any Encumbrance that may be imposed or created by the Stockholder Agreement, the Investor Rights Agreement, the Company’s Seventh Amended and Restated Certificate of Incorporation or the Company’s Bylaws.
Securities Ownership. All Securities (as that term is defined in the Agreement) of the Company beneficially owned by the Joined Party as of the date hereof are set forth on Schedule I attached hereto. All references to Schedule I in the Agreement shall refer to Schedule I hereto with respect to the ownership and notice information of the Joined Party.
Securities Ownership. As at the date hereof, neither MDCI, nor any Person acting jointly or in concert with MDCI, beneficially owns or exercises control or direction over any securities of the Corporation.
Securities Ownership. Shareholder Number of Super Voting Shares
Securities Ownership. (a) The authorized capital stock of Homeland consists of 60,000 shares of common stock, par value $100.00 per share, of which 20,000 shares are issued and outstanding, and the authorized capital stock of York consists of 60,000 shares of common stock, par value $100.00 per share, of which 31,250 shares are issued and outstanding. There is no limit on the authorized membership interests of Skylands Management, of which one membership unit is issued and outstanding, the authorized membership interests of Adirondack Management consist of 1,000 membership units, of which 100 membership units are issued and outstanding. Each Seller owns beneficially and of record the number of Shares, the number of Units and the principal amount of Surplus Notes listed next to its name on Schedule 4.4(a), free and clear of any Encumbrances (other than Permitted Encumbrances). Each Seller has the full and unrestricted power to sell, assign, transfer and deliver the Shares, Units and Surplus Notes owned by it to Buyer upon the terms and subject to the conditions of this Agreement, free and clear of any Encumbrances other than Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer will acquire record and beneficial ownership of the Shares, the Units and the Surplus Notes owned by each Seller, free and clear of any Encumbrances (other than Permitted Encumbrances).
(b) All of the Shares have been duly authorized and validly issued and are fully paid, non-assessable and free of, and were not issued in violation of, any preemptive or similar rights. All of the Units have been validly issued and are not subject to, and were not issued in violation of, any preemptive or similar rights, and each Seller that is an owner of Units has been duly admitted as a member of the limited liability company to which such Units relate and has no obligation to make any additional contributions to such limited liability company with respect to such Units or otherwise as a member of such limited liability company. There are no (i) outstanding options, warrants, subscriptions, calls, puts, unsatisfied preemptive rights, securities convertible or exchangeable or redeemable for shares of capital stock, units, membership interests or other securities of, or other rights, agreements, arrangements or commitments of any kind relating to any Company, (ii) obligations (whether or not contingent) of such Seller, any Company or any of their Affiliates to offer, issue, se...
Securities Ownership. As of the Closing, the Affiliates owns the common stock to be deposited hereunder in the amounts set forth on Schedule 1, attached hereto (i) as the sole record and beneficial owner, free from all taxes, liens, claims, encumbrances and charges and there are no outstanding rights, options, subscriptions or other agreements or commitments obligating the Affiliates to sell or transfer such common stock and such common stock are not subject to any lock-up or other restriction on their transfer or on the ability of the Investor to sell or transfer such common stock. As of the Closing, the Affiliates shall have paid any and all amounts and charges due and owing to the Company with respect to the common stock and there shall be no unpaid amounts or charges claimed to be due to the Company from the Affiliates with respect to the common stock.
Securities Ownership. As at the date hereof, MDCI is the registered and beneficial owner of the secured convertible debenture dated April 11, 2019 for a principal amount of U.S.$130,000,000 and evidenced by the certificate No. D-1, as amended pursuant to the first amendment to convertible debenture made as of June 28, 2019 (the “Outstanding Notes”). Upon full conversion of the Outstanding Notes, MDCI would acquire 24,761,905 Common Shares. Except for the Outstanding Notes, neither MDCI, nor any Person acting jointly or in concert with MDCI, beneficially owns or exercises control or direction over any securities of the Corporation.
Securities Ownership. The Company has no Equity Interests except as disclosed in its Due Diligence Postings and no restrictions, liens and encumbrances on any Equity Interest other than restrictions under federal and state securities laws.
