Title to Capital Stock. Such Stockholder is and on the Closing Date will be, the sole legal, beneficial and record owner of all of the issued and outstanding shares of capital stock of the Company set forth next to such Stockholder's name on Exhibit A hereto, with good, valid and marketable title thereto, free and clear of all Encumbrances, except such restrictions on the transfer of such shares as may be applicable under federal and state securities laws, with full right and lawful authority to sell and transfer the shares to Buyer pursuant to this Purchase Agreement.
Title to Capital Stock. Holdings owns all the Equity Interests of Resorts and Purchaser, free and clear of all Liens (other than the Lien on the capital stock of Purchaser granted under the Stock Pledge Agreement), and Resorts owns all the Equity Interests of RIH and New Pier, free and clear of all Liens (other than the Lien on the capital stock of New Pier and RIH granted under the Indenture Security Agreement). Xxxxxx X. Xxxxxxx, Xx. directly or indirectly beneficially owns at least a majority of the Voting Stock of Holdings. Schedule 7.7 indicates and describes all Equity Interests of Purchaser, Resorts, RIH and New Pier and the ownership thereof. All such Equity Interests are validly issued, fully paid and non-assessable, and the issuance and sale thereof were in compliance with all applicable federal and state securities and other applicable laws; and the equity holders’ ownership of such Equity Interests is free and clear of any Liens or other contractual restrictions, except as indicated in this Section 7.7. None of Purchaser, Resorts, RIH and New Pier has issued any Equity Rights.
Title to Capital Stock. As of the date hereof, the applicable Debtor identified on Annex 3 owns the Capital Stock listed as being owned by it in Annex 3 hereto, free and clear of any Lien other than Permitted Liens. All shares of capital stock identified in such Annex as being beneficially owned by each Debtor have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to any option to purchase or similar right of any Person except as permitted by the Credit Agreement. Except as permitted by the Credit Agreement, and with respect to the Excluded Capital Stock identified on Annex 3, each Debtor is not and will not become a party to or otherwise bound by any agreement, other than the Loan Documents, which restricts in any manner the rights of any present or future holder of any such Capital Stock with respect thereto.
Title to Capital Stock. Holdings has good and valid title to the Capital Stock of Midwest, free and clear of all Encumbrances.
Title to Capital Stock. Holdings has good and valid title to the Capital Stock of Michigan, free and clear of all Encumbrances. As of Closing, Michigan will have good and valid title to the Capital Stock of New LLC, free and clear of all Encumbrances.
Title to Capital Stock. The Shareholder is the sole legal and beneficial owner of the Company Stock shown on Exhibit A as owned by the Shareholder, has good and marketable title to such Company Stock, and there exist no liens, claims, pledges, options, proxies, voting agreements, charges or encumbrances of any kind affecting such Company Stock. The Shareholder has the sole and absolute right, power and authority to sell, assign and transfer such Company Stock as provided in this Agreement. UBICS will acquire good and unencumbered title to such Company Stock, free and clear of all liens, claims, restrictions, charges and encumbrances ("Liens") and not subject to any adverse claim when acquired by UBICS pursuant to this Agreement.
Title to Capital Stock. (a) Each of the Capital Stockholders is the sole record and beneficial owner of the Shares set forth opposite such Capital Stockholder’s name on Exhibit A hereto, free and clear of all liens and encumbrances. Except for the Rights Agreement to which the Preferred Stockholders are parties thereto, such Capital Stockholder is not a party to any voting trust, proxy or other agreement or understanding between or among any other stockholders or persons that affects or relates to the voting or giving of written consent with respect to any outstanding security of the Company.
(b) Each of the Capital Stockholders has not incurred and will not incur, directly or indirectly, as a result of any action taken or permitted to be taken by or on behalf of such Capital Stockholder, any liability or obligation to pay any fees or commissions to any broker, finder or agent in connection with the execution and performance of the transactions contemplated by this Agreement for which the Purchaser or the Company could become liable or obligated.
Title to Capital Stock. (a) Carousel has good and valid title to the Carousel Common Shares, free and clear of all Liens, other than any Liens created by the provisions of the Stockholders' Agreement dated as of July 31, 1997, as amended, by and among the Company, Xxxxx, Carousel and the other parties thereto (the "EXISTING STOCKHOLDERS' AGREEMENT"). Upon delivery to the Company of stock certificates representing the Carousel Common Shares duly endorsed for transfer, the Company will have acquired good and valid title to the Carousel Common Shares, free and clear of all Liens, other than any Liens created pursuant to the Existing Stockholders' Agreement or the Stockholders' Agreement or Liens created by the Company. Immediately prior to the sale of the Carousel Preferred Shares to THL at the Closing, Carousel will have good and valid title to the Carousel Preferred Shares, free and clear of all Liens, other than any Liens created pursuant to the Existing Stockholders' Agreement or the Stockholders' Agreement or Liens created by the Company.
(b) Each Founder has good and valid title to the Founders Common Shares held by such Founder, free and clear of all Liens, other than any Liens created by the provisions of the Existing Stockholders' Agreement. Upon the Founders Exchange at the Closing duly endorsed for transfer, the Company will have acquired good and valid title to the Founders Common Shares held by such Founder, free and clear of all Liens. Upon the Founders Exchange at the Closing, each Founder will have good and valid title to the Founder's Preferred Shares set forth opposite such Founder's name on EXHIBIT B hereto, free and clear of all Liens.
(c) Each Management Stockholder has good and valid title to the Management Common Shares held by such Management Stockholder, free and clear of all Liens, other than any Liens created by the provisions of the Existing Stockholders' Agreement. Upon the Management Exchange at the Closing, the Company will have acquired good and valid title to the Management Shares held by such Management Stockholder, free and clear of all Liens. Upon the Management Exchange at the Closing as provided in this Agreement, each Management Stockholder will have good and valid title to the Management Shares set forth opposite such Management Stockholder's name on EXHIBIT C hereto, free and clear of all Liens.
Title to Capital Stock. The R Systems Shareholder has good and marketable title to the shares of R Systems Common Stock shown on Schedule 2.05(c) as owned by the R Systems Shareholder, free and clear of any and all Liens. Except as set forth on Schedule 3.02, the R Systems Shareholder is not a party to or bound by any option, sale agreement, shareholder agreement, pledge, proxy, voting trust, power of attorney, restriction on transfer or other agreement or instrument which relates to the ownership, voting or transfer of any shares of R Systems Common Stock owned by the R Systems Shareholder. The Shareholder has the sole and absolute right, power and authority to sell, assign and transfer such R Systems Common Stock as provided in this Agreement. UBICS will acquire good and unencumbered title to such R Systems Common Stock, free and clear of all liens, and not subsequent to any adverse claim when acquired by UBICS pursuant to this Agreement.
Title to Capital Stock. The shares of Company Common Stock reflected on Schedule 3.4 as being owned by such Stockholder are the only shares of voting stock owned beneficially or of record by such Stockholder, and except as set forth in Schedule 3.4, such Stockholder does not own any other options, warrants or rights to acquire shares of any class of capital stock of the Company. Such Stockholder has the sole power respecting voting and transfer of such Stockholder's shares, except, in the case of a married Stockholder, for the interests of such Stockholder's spouse. The shares of Company Common Stock of such Stockholder are now, and at all times prior to the Effective Time will be, owned as indicated on Schedule 3.4 by such Stockholder, free and clear of all Encumbrances, except as set forth on Schedule 3.
