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.
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 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.
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 as set forth on Schedule 4.03, each Seller holds of record and beneficially 50% of the LLC Interests, 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). Except as set forth on Schedule 4.03, neither Seller is a party to any voting trust, proxy or other agreement or understanding with respect to any equity interest of the Company.
Title; Agreements. Zany owns its membership interest in ZB Direct ----------------- free and clear of any and all encumbrances or other restrictions on transfer. Zany is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Direct. Zany owns no other, and has no other right to purchase any, membership interests in XX.xxx, ZB Holdings or Children's Equity.
Title; Agreements. ZB Holdings owns all of the Preferred ----------------- Interests of XX.xxx free and clear of any and all encumbrances or other restrictions on transfer. ZB Holdings is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of XX.xxx. ZB Holdings owns no other, and has no other right to purchase any, membership interests in XX.xxx.
Title; Agreements. Children's Equity owns 533,501 Non-Voting ----------------- Preferred Interests of ZB Holdings free and clear of any and all encumbrances or other restrictions on transfer. Children's Equity is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Holdings. Children's Equity owns no other, and has no other right to purchase any, membership interests in ZB Holdings. Children's Equity has no assets other than membership interests in ZB Holdings, and has no known liabilities.
Title; Agreements. ZB Direct owns (i) all of the Voting Preferred ----------------- Interests and 12,889,457 Non-Voting Preferred Interests of ZB Holdings and (ii) all of the Voting Interests of Children's Equity free and clear of any and all encumbrances or other restrictions on transfer. ZB Direct is not a party to any voting trust, proxy or other agreement or understanding with respect to any membership interest of ZB Holdings or Children's Equity. ZB Direct owns no other, and has no other right to purchase any, membership interests in Children's Equity or ZB Holdings.
Title; Agreements. 30 3.2 EXECUTION AND EFFECT OF AGREEMENT....................................................................30 3.3
