Title; Absence of Certain Agreements. The Stockholder is the lawful and record and beneficial owner of, and has good and marketable title to all of the outstanding shares of Company Stock, with the full power and authority to vote such Company Stock and transfer and otherwise dispose of such Company Stock, and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between the Stockholder and the Company and/or any other person with respect to the voting, sale or other disposition of Company Stock or any other matter relating to Company Stock.
Title; Absence of Certain Agreements. Such Shareholder is the lawful and record and beneficial owner of, and has good and valid title to his, her or its shares of stock in the respective Seller, with the full power and authority to vote such shares and transfer and otherwise dispose of such shares and any and all rights and benefits incident to the ownership thereof free and clear of all Liens other than Permitted Liens, and there are no agreements or understandings between such Shareholder and any other security holder of any of the Sellers or any other person with respect to the voting, sale or other disposition of such shares or any other matter relating thereto; provided, however, that to the extent any Permitted Liens do exist, no such Permitted Lien will prohibit or restrict any of the Shareholders from approving the transactions contemplated hereby and by the Transaction Documents.
Title; Absence of Certain Agreements. Such Management ------------------------------------ Stockholder is the lawful, record and beneficial owner of, and has good and marketable title to the shares of Company Common Stock set forth opposite the name of such Management Stockholder in Schedule I attached hereto, with the full ---------- power and authority to vote such Company Common Stock and transfer and otherwise dispose of such Company Common Stock, and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between such Management Stockholder and the Company and/or any other Stockholder or any other person with respect to the voting, sale or other disposition of Company Common Stock or any other matter relating to Company Common Stock.
Title; Absence of Certain Agreements. Such Shareholder is the lawful and record and beneficial owner of, and has good and valid title to, the shares of Company Stock set forth opposite the name of such Shareholder in Part 2.3(a) of the Company Disclosure Schedule, with the full power and authority to vote such shares and transfer and otherwise dispose of such shares, and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances. Except as set forth in Part 3.1 of the Company Disclosure Schedule, there are no agreements or understandings between such Shareholder and the Company and/or any other Shareholder or any other person with respect to the voting, sale or other disposition of Company Common Stock or any other matter relating to Company Stock.
Title; Absence of Certain Agreements. The Stockholder is the lawful and record and beneficial owner of, and has good and marketable title to all of the shares of Company Common Stock, with the full power and authority to vote such Company Common Stock and transfer and otherwise dispose of such Company Common Stock, and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between the Stockholder and the Company and/or any other person with respect to the voting, sale or other disposition of Company Common Stock or any other matter relating to Company Common Stock.
Title; Absence of Certain Agreements. Such Shareholder is the lawful and record and beneficial owner of (i) the Option Securities and (ii) all options, warrants, rights, calls, commitments, agreements or arrangements of any character to which such Shareholder is a party or by which he, she, or it is bound calling for the issuance of shares of capital stock of The Learning Annex or any securities convertible into or exercisable or exchangeable for, or representing the right to purchase or otherwise receive, directly or indirectly, any such capital stock, or other arrangement to acquire, at any time or under any circumstance, capital stock of The Learning Annex (the "COMMON EQUIVALENTS") or any such other securities in each case set forth opposite the name of such Shareholder on SCHEDULE I attached hereto, with the full power and authority to vote such Option Securities and transfer and otherwise dispose of such Option Securities and Common Equivalents and any and all rights and benefits incident to the ownership thereof, free and clear of all Encumbrances, and there are no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements, instruments or understandings (whether written or oral, formal or informal) between such Shareholder and The Learning Annex and/or any other Shareholder or any other person with respect to the voting, transfer or disposition of Option Securities or any other matter relating to Option Securities. The Option Securities set forth opposite the name of such Shareholder are the only shares of capital stock of The Learning Annex held by such Shareholder.
Title; Absence of Certain Agreements. The Stockholders are the lawful ------------------------------------ and record and beneficial owner of, and have good and marketable title to, as applicable, all of the outstanding DCI Stock, with the full power and authority to vote the DCI Stock and transfer and otherwise dispose of the DCI Stock and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between either Stockholder and DCI and/or any other person with respect to the voting, sale or other disposition of the DCI Stock or any other matter relating to the DCI Stock.
Title; Absence of Certain Agreements. Subject only to the rights of Xxxxxx Xxxxx under the Agreement, dated as of October 1, 1999, between Xxxxxx Xxxxx, Xxxxxx Xxxxx Associates, Inc. and the Company and the related Non-Negotiable Note of the Company and the Stockholders, dated October 1, 1999, and Personal Guaranty of the Stockholders dated as of October 1, 1999 (collectively, the "Xxxxx Documents"), each Stockholder is the lawful and record and beneficial owner of, and has good and marketable title to the shares of Company Stock set forth opposite the name of such Stockholder in Section 3.2(a) of the Company Disclosure Schedule, with the full power and authority to vote such Company Stock and transfer and otherwise dispose of such Company Stock, and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between such Stockholder and the Company and/or any other Stockholder or any other person with respect to the voting, sale or other disposition of Company Stock or any other matter relating to Company Stock.
Title; Absence of Certain Agreements. The following representation is made solely by the Stockholderi, severally and not jointly, with respect to their respedtive ownership of the NSC Shares.. Each Stockholder is the lawful and record and beneficial owner of, and has good and marketable title to the NSC Shares set forth opposite the name of such Stockholder in Schedule 3 hereto, with the full power and authority to vote such NSC Shares and transfer and otherwise dispose of such NSC Shares, and any and all rights and benefits incident to the ownership thereof free and clear of all liens, restrictions or encumbrances of any nature whatsoever; and except as set forth on the NSC Disclosure Schedule, there are no agreements or understandings between such Stockholder and NSC and/or any other Stockholder or any other person with respect to the voting, sale Or other disposition of such NSC Shares or any other matter relating to the NSC Shares. In the case of any Stockholder that is not a natural person, such Stockholder is duly organized or formed and validly existing under the laws of the jurisdiction of its incorporation or formation and has the corporate or other organizational power and authority under such laws to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Such Stockholder has the power and authority to enter into this Agreement and this Agreement has, in the case of a Stockholder that is not a natural person, been duly authorized by all requisite action on the part of such Stockholder; and this Agreement has been duly executed and delivered by such Stockholder, and is the valid and binding obligation of such Stockholder, enforceable against, such Stockholder in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. 14
Title; Absence of Certain Agreements. Such Stockholder is the lawful and record and beneficial owner of, and has good and marketable title to the shares of Company Stock all of which, on the date hereof, is Company Common Stock, set forth opposite the name of such Stockholder on SCHEDULE I attached hereto, with the full power and authority to vote such Company Stock and transfer and otherwise dispose of such Stockholder's Company Stock and any and all rights and benefits incident to the ownership thereof free and clear of all Encumbrances, and there are no agreements or understandings between such Stockholder and any other stockholder of the Company or any other person with respect to the voting, sale or other disposition of Company Stock.
