Title; Agreements. SLI and Sylvan own and hold of record and beneficially the Shares of ASPECT Common Stock and Pacific Common Stock, respectively, free and clear of any and all Encumbrances or other restrictions on transfer. After the Restructuring, ASPECT owns and holds of record and beneficially the Shares of ASPECT II Common Stock, free and clear of any and all Encumbrances or other restrictions on transfer. Except as set forth on Schedule 5.02 hereto, no Seller is a party to ------------- any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Companies or any of their Subsidiaries. Sylvan owns the Advance free and clear of any and all Encumbrances or other restrictions on transfer. Section 5.03.
Title; Agreements. The Seller holds of record and beneficially all of the Stock, free and clear of any and all Encumbrances or other restrictions on transfer (other than restrictions on transfer imposed by applicable federal and state securities laws). The Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to any equity interest of the Company.
Title; Agreements. Except for the Stockholders Agreement and the New Stockholders Agreement (in the case of Holdings), and except with respect to Optionees who do not exercise their Company Stock Options on or prior to the Closing Date, and except with respect to the lien of the Escrow Agreement, such Stockholder holds of record and holds beneficially the number of shares of Company Common Stock set forth opposite its or his name on Exhibit A, free and clear of any and all Encumbrances or other restrictions on transfer. Except for the Stockholders Agreement and other than this Agreement and the New Stockholders Agreement (in the case of Holdings), such Stockholder is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Company."
Title; Agreements. Except for the Stockholders' Agreement dated July 14, 1999 between the Target, Health Care Ventures V, L.P., RHO Management Trust II, Hudsxx Xxxst and Delta Biotechnology Limited, such Target Stockholder (i) owns the number of shares of Target Common Stock and Target Preferred Stock set forth opposite his or its name on Appendix I, free and clear of any and all Encumbrances or other restrictions on transfer, (ii) is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Target and (iii) owns no other, and has no other right to purchase, any equity interests in Target that is not disclosed in the Target Disclosure Schedule.
Title; Agreements. Except for the Stockholders Agreement and except with respect to Optionees who do not exercise their Company Stock Options on or prior to the Closing Date, and except with respect to the lien of the Escrow Agreement, such Stockholder holds of record and holds beneficially the number of shares of Company Common Stock set forth opposite its or his name on EXHIBIT A, free and clear of any and all Encumbrances or other restrictions on transfer. Except for the Stockholders Agreement and other than this Agreement, such Stockholder is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Company.
Title; Agreements. The Redemption Shares were fully paid, and Xx. Xxxx shall, from and after the Closing have no claims against the Company with respect to or relating to the Redemption Shares. Xx. Xxxx is the sole legal and beneficial owner of, and has good title to, such Redemption Shares, and has not sold, transferred or encumbered any or all of such Redemption Shares, and has the full and sufficient right at law and in equity to assign and transfer such Redemption Shares to the Company in accordance with the provisions of this Agreement, free and clear of any and all right, title, interest or claim therein of any other person whatsoever. There are outstanding no options or rights to acquire any or all of such Redemption Shares. Any consent, waiver or approval by any third party required in connection with the execution by Xx. Xxxx of this Agreement or the performance by Xx. Xxxx of the obligations to be performed by Xx. Xxxx under this Agreement has been obtained.
Title; Agreements. Each Stockholder holds of record and holds beneficially the number of shares of Gator Capital Stock set forth on Exhibit 5.2, free and clear of any and all Encumbrances or other restrictions on transfer. No Stockholder is a party to any voting trust, proxy or other agreement or understanding with respect to any Gator Capital Stock.
Title; Agreements. 19 5.3 Execution and Effect of Agreement.............................................................. 19 5.4
Title; Agreements. 30 3.2 EXECUTION AND EFFECT OF AGREEMENT....................................................................30 3.3
Title; Agreements. Except as set forth on Schedule 3.1, such Major Stockholder (a) holds of record and holds beneficially the ownership interest in the Company set forth opposite his or her name on Schedule 2.5, free and clear of any and all Encumbrances, (b) is not a party to any voting trust, proxy or other agreement or understanding with respect to any capital stock of the Company and (c) owns no other, and has no other right to purchase, any equity interests in Company that is not disclosed in the Disclosure Schedule.
