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 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. 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 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. The Stockholder is, and, except for the Additional Shares to be issued to Hollx xx Closing, 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, 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. On the Closing Date, Hollx xxxl be the sole legal, beneficial and record owner of the Additional Shares, 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 Additional Shares to Buyer pursuant to this Purchase Agreement.
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 Shareholder has good and marketable title to the shares of Cobalt Stock shown on Exhibit A as owned by the Shareholder, free and clear of any and all Liens. The 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 Cobalt Stock owned by the Shareholder except for those certain agreements described on Schedule 2.26. The Shareholder has the sole and absolute right, power and authority to sell, assign and transfer such Cobalt Stock as provided in this Agreement. UBICS will acquire good and unencumbered title to such Cobalt Stock, free and clear of all Liens, and not subject to any adverse claim when acquired by UBICS pursuant to this Agreement.
