SHAREHOLDER OWNERSHIP OF SHARES Sample Clauses

SHAREHOLDER OWNERSHIP OF SHARES. Shareholder represents and warrants that: (a) it is the lawful record and beneficial owner of all of the Shares of the Company's capital stock, with absolute right to sell them and with full title thereto, free and clear of any liens, claims, encumbrances or restrictions of any kind; (b) all of the Shares are validly issued and outstanding, fully paid and nonassessable; there are no undisclosed interests, present or future, in the Shares, nor does it know of any assertion of such an interest, or of any facts or circumstances which would give any person any such present or future interest or entitle any person to assert such an interest; (c) there are no provisions of any contract, indenture, agreement or other instrument to which Shareholder is a party or to which the Shares are subject which would prevent, limit, or condition the sale or transfer of the Shares to the Purchaser; (d) neither the execution, delivery nor performance of this Agreement by Company or Shareholder will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of any law, rule or regulation or any order, judgment or decree to which Shareholder is a party or by which it may be bound or affected; (e) Shareholder has the full power and authority to enter into this Agreement, to make the representations, warranties and covenants contained herein and to carry out the transactions contemplated hereby, and all proceedings required to be taken by Shareholder to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken, and this Agreement constitutes the valid and binding agreement of Shareholder; and (f) neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Shareholder is subject or, any provision of its charter or bylaws or (B) conflict with or result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or o...
Sample 1Sample 2
AutoNDA by SimpleDocs
SHAREHOLDER OWNERSHIP OF SHARES. See Schedules 2.6, 2.7 and 4.1.2 which are incorporated herein Xxxxxxx Xxxx 715,000 Xxxxxx Xxxxxxxx College of Medicine of Yeshiva University, a Division of Yeshiva University 522,837 MKM Opportunity Master Fund, Ltd. 469,999 Xxxxxx Xxxx 420,000 Xxxxx Xxxx 420,000 Xxxxxx X. Xxx 400,000 Massachusetts Institute of Technology 374,874 Xxxxx Xxxxxxx 346,667 IFO Xxxxxx Xxxxx Cancer Institute 348,560 Xxxxx Xxxxxx 262,500 Xxxxxx Xxxxxxxxx 216,667 Xxxxxxx Xxxxxxxx 210,000 Xxxxx Xxxxxxx, Ph.D. 186,178 Xxxxxxx Xxxxxxx 167,500 One East Partners Master LP 166,667 One East Partners Opportunities LP 166,667 Cornell University 174,279 Xxxxxx Xxxxxxxx 165,000 Xxxxxx Xxxxxxxxxxxx 162,500 Xxxxxxx Xxxxxxx 157,500 Xxxxx Xxxx 150,000 Xxxxxxxx Xxxx 136,500 Xxxx Xxxxxxx Cust. Xxxxxx X Xxxxxxx UTMA NY 135,000 Xxxx X. Xxxxxxx Cust. Xxxxxxxx X Xxxxxxx UTMA NY 125,000 Xxxxxx Xxxxxxxxx 115,000 Xxxxxx Xxxxxxxx 108,333 Xxxxx Xxxxxx 105,000 Xxxxx Xxxxx 105,000 Xxxxx Xxxxxxx 105,000 Xxxxx & Xxxxxxx Xxxx JTWROS 105,000 Xxx Xxxxxx 105,000 Xxx Xxxxxx 105,000 Xxxx X. Xxxxxxxx 105,000 Xxxxx and Xxxxxxxx Xxxxxxxx Irrev. Des. Trust FBO Xxxxxx Xxxxxxxx 78,750 Xxxxx and Xxxxxxxx Xxxxxxxx Irrev. Des. Trust FBO Xxxxxx Xxxxxxxx 78,750 Xxxxxxxxx X. Xxx 60,000 Xxxxxx X. Xxx 60,000 Xxxxxxx Xxxxxx 45,334 Xxxx Xxxxxx Rev. Trust 33,334 Xxxxxx Family Partnership LP 33,333 Xxxxx Xxxxxx Rev. Trust 33,333 Xxxxxxx X. Xxxx 33,333 Xxxxx Xxxxxx 33,333 Xxxxx X. Xxxxxxxxx 25,000 Xxxxx X. Xxxxxx Revocable Trust dated April 7, 2010 24,667 Xxxxxxxxx Xxxxxx 16,667 Hyannis Port Capital, Inc. (Xxxx X. Xxxxxx) 16,667 Xxxx Xxxxxxxxx 16,667 Revach Fund, LP 16,667 Xxxxx Xxxxxxxx 15,000 Xxxxx Xxxxxxxx 13,334 Xxxxxxx X. Xxxxxx 1999 Investment Trust 13,334 Xxxxxx Xxxxxxxxx 13,334 Xxxxxx X. Xxxx, M.D., Xxxxxx Xxxxxxxx Xxxx, JTWROS 13,000 Xxxxxxxxx Xxxx Cust. UTMA/UGMA Xxxxx Xxxx 10,500 Xxxxxxxxx Xxxx Cust. UTMA/UGMA Dharma Balk 10,500 Xxxxx Xxxxxx cust Xxxx Xxxxxx 10,000 Xxxxx Xxxxxx cust Xxxxxx Xxxxxx 10,000 Xxxxx Xxxxxx cust Xxxx Xxxxxx 10,000 Xxxxx X. Xxxxx 10,000 Xxxxx Xxxx Xxxxxx 1999 Trust 8,000 Xxxxx Xxxxxxx 7,000 The Xxxxxx Xxxxxx 1999 Investment Trust 6,667 Xxxxx X. Xxxxx 6,667 Xxxx Xxxxxx Xxxxxx 6,666 Xxxxxx X. Xxxxxxxxx XXX 5,000 J. Xxxxxxx Xxxxx 5,000 Xxxx X. Xxxxx 5,000 Xxx Xxxxx 3,333 Xxxx Xxxxxxxx 3,333
Sample 1

Related to SHAREHOLDER OWNERSHIP OF 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 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 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 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).

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!