Common use of Ownership of Shares Clause in Contracts

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the SharesShares of Common Stock, of the Company set forth on the signature page hereto and to be transferred to the Buyer pursuant to this Agreement. All of the Shares to be delivered by the Seller are free and clear of any Lienall voting trusts, agreements, arrangements, encumbrances, liens, claims and liabilities of every nature, and will transfer Seller is conveying clear and deliver to Buyer at the Closing valid unencumbered title thereto to the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any LienLien and any such limitation or restriction.

Ownership of Shares. Seller is the record and beneficial owner owners of all of the Shares, Shares and has good and valid title to such Shares free and clear of any Lienlien, security interest, or other encumbrance of any nature and will transfer and deliver free of any claim by any person or entity to Buyer at the Closing valid title or against such Shares. Such Shares are not subject to any option, right, proxy, voting agreement, voting trust, or any other agreement, understanding, or arrangement affecting the Shares, free and clear of any Lien.

Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares and sole owner of all interests in the Shares. When paid for in accordance with the terms of this Agreement, the Shares will be transferred to the Purchaser free and clear of any Lienliens, and will claims, restrictions, security interests or encumbrances, except for restrictions on transfer and deliver to Buyer at provided for under the Closing valid title to the Shares, free and clear of any LienSecurities Act.

Ownership of Shares. Seller is the record and beneficial owner of all of the SharesShares free and clear of all Encumbrances, other than Encumbrances pursuant to the Senior Secured Credit Facility, the PBGC Settlement Agreement or this Agreement. The sale of the Shares to Purchaser pursuant to Article I will be effective to transfer title to all of the Shares to Purchaser free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienEncumbrances.

Ownership of Shares. Seller is the record and beneficial owner of the Shares. Seller owns the Shares and the Shares will be transferred to Buyer, free and clear of all liens, claims, charges and other encumbrances and restrictions of any Lienkind or nature. Seller has the power, authority and will capacity to transfer and deliver the Shares pursuant to Buyer at this Agreement and is not party to or bound by any agreement, arrangement or option restricting in any manner the Closing valid title to sale and transfer of any of the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of all liens and encumbrances and any Lienother limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lienlien, encumbrance or any such limitation or restriction.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien. Seller has not granted any option or other right to acquire the Shares to any Person.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien (other than Liens relating to the Shareholder Agreement or arising hereunder) and any other limitation or restriction (including any restriction to sell or otherwise dispose of the Shares), and will transfer is transferring and deliver delivering to Buyer Buyers at the Closing valid title to the Shares, Shares free and clear of any LienLien (other than any arising hereunder or under the Trust Agreement) and any such limitation or restriction other than those established under applicable Law and the by-laws of the Company.

Ownership of Shares. Seller is the record and beneficial owner of the SharesShares of Common Stock, of the Company set forth on the signature page hereto and to be transferred to the Buyer pursuant to this Agreement. All of the Shares to be delivered by the Seller are free and clear of any Lienall voting trusts, agreements, arrangements, encumbrances, liens, claims and liabilities of every nature, and will transfer Seller is conveying clear and deliver to Buyer at the Closing valid unencumbered title thereto to the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind (a “Lien”) and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any LienLien and any such limitation or restriction.

Ownership of Shares. Seller is Sellers, or one or more of their direct or indirect subsidiaries, are the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, Shares and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any LienLien other than Liens created by any member of the Buyer Group or its Affiliates.

Ownership of Shares. The Seller is the record and beneficial owner of the Shares and has good and valid title to the Shares, in all such cases free and clear of any Restrictions, and is transferring the Shares to the Buyer, pursuant to this Agreement, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienall Restrictions.

Ownership of Shares. Seller is the sole record and beneficial owner of all of the Shares, Shares and has good and valid title to such Shares free and clear of any Lienlien, security interest, or other encumbrance of any nature and will transfer and deliver free of any claim by any person or entity to Buyer at the Closing valid title or against such Shares. Such Shares are not subject to any option, right, proxy, voting agreement, voting trust, or any other agreement, understanding, or arrangement affecting the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Sale Shares and has sole power over the disposition of the Sale Shares, . The Sale Shares are free and clear of any Lienliens, claims, encumbrances, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Liencharges.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens. Such Shares are duly authorized, validly issued, fully paid and non-assessable. Seller has not granted or assigned any Lienrights in or with respect to such Shares to any third party, and will transfer and deliver to Buyer at the Closing valid title there are no outstanding contracts, commitments, agreements, understandings or arrangements of any kind relating to the Shares, free and clear of any LienShares other than those set forth in this Agreement.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien other than Permitted Liens, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien, other than Liens created by Buyer.

Ownership of Shares. The Seller is the record and beneficial owner of the Shares, free has good and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienRestrictions, and is transferring the Shares to the Buyer pursuant to this Agreement.

Ownership of Shares. Seller is the record and beneficial owner of the SharesShare, which, to the knowledge of Seller, constitutes 51% of the entire authorized and outstanding share capital of the Joint Venture, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the SharesShare, free and clear of any Lien. Seller has not sold, assigned or transferred any portion of the Share, nor is there any outstanding subscriptions, options, warrants, calls, puts, contracts, demands, commitments, rights of first refusal or other arrangements or agreements with respect to the Share.

Ownership of Shares. Seller is the record and beneficial owner of all of the Shares, Shares and has good and valid title to such Shares free and clear of any Lienlien, security interest, or other encumbrance of any nature and will transfer and deliver free of any claim by any person or entity to Buyer at the Closing valid title or against such Shares. Such Shares are not subject to any option, right, proxy, voting agreement, voting trust, or any other agreement, understanding, or arrangement affecting the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the SharesSeller's Shares free and clear of all Encumbrances. At the Closing, Seller shall deliver to Buyer duly endorsed certificates evidencing such shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienall Encumbrances.

Ownership of Shares. Seller is the holds beneficially and of record and beneficial owner of the Shares, free and clear of any Lienall Liens other than Permitted Liens. Seller has the corporate power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery will transfer and deliver convey to Buyer at the Closing valid Purchaser good title to the such Shares, free and clear of any Lienand all Liens other than any restrictions on transferability imposed pursuant to securities Laws.

Ownership of Shares. Seller is the record and sole beneficial owner of the Shares, Shares and the Shares are free and clear of any Lien, liens or encumbrances. Seller has good and will transfer and deliver to Buyer at the Closing valid marketable title to the SharesShares and the right and authority to sell, free and clear of any Lientransfer, assign and/or convey the Shares to the Purchasers.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien and any other limitation or restriction (including any restriction on the right to vote, and will transfer and deliver to Buyer at sell or otherwise dispose of the Closing valid title Shares) (other than any Lien or restriction pursuant to the Shares, free and clear Credit Agreement which shall be released as of any Lienthe Closing).

Ownership of Shares. Seller is the record and beneficial owner of all of the outstanding Shares, free and clear of any LienLien (other than Liens created by or on behalf of Buyer or pursuant to state or federal securities laws). Seller has the full corporate power, right and will transfer authority to transfer, convey and deliver sell the Shares to Buyer at the Closing valid title Closing, and there are no voting trusts, proxies or other voting agreements with respect to the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the sole beneficial and record owner and beneficial owner has good and marketable title to all of the Shares, free and clear of any Lienall Encumbrances (other than Encumbrances arising under applicable securities Laws or this Agreement). At the Closing, and Buyer will transfer and deliver to Buyer at the Closing valid acquire title to the Shares, Shares free and clear of any Lienall Encumbrances.

Ownership of Shares. Seller is the record and beneficial owner of the Seller Shares, free and clear of any LienLien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Seller Shares), and will transfer and deliver to Buyer Buyers (in accordance with Section 2.02(a)) at the Closing valid title to the Shares, Seller Shares free and clear of any LienLien and any such limitation or restriction. Section 3.07.

Ownership of Shares. Seller is the holder of record and the beneficial owner of the SharesAcquired Securities, free and clear of any Lien, Liens (other than restrictions under the Securities Act and will transfer and deliver state securities Laws). The share assignment delivered by Seller to Buyer at the Closing is valid and binding obligations of Seller, enforceable against Seller, and effectively vests in Buyer good and valid title to all of the Shares, free and clear of any LienAcquired Securities.

Ownership of Shares. Seller is the record and beneficial owner of all of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienLiens (other than Liens arising under state and federal securities laws and Liens incurred by Buyer or any of its Affiliates).

Ownership of Shares. Seller hereby represents and warrants to Purchaser that Seller is the record and beneficial owner holder of the Shares, free and clear of any Lien, Shares and will transfer and deliver to Buyer Purchaser at the Closing valid title to the Shares, free and clear of any Lienlien, encumbrance, pledge, interests of third parties or other claims.

Ownership of Shares. Seller is the beneficial and record owner and beneficial owner has good and marketable title to all of the Shares, Shares free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienall Liens.

Ownership of Shares. Seller is the record and beneficial owner and holder of the Shares. Seller does not own, free and clear or has any Contract to acquire, any equity securities or other securities of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienCompany.

Ownership of Shares. Seller is the beneficial and record and beneficial owner of all of the SharesShares and, free except as may be restricted by reason of the execution and clear delivery of any Lienthis Agreement by the parties, has the absolute and unrestricted right, power and authority to sell the Shares (and the complete right, title and interest thereto) to Purchaser as herein provided, and at the Closing, Seller will transfer and deliver to Buyer at the Closing valid Purchaser good title to the Shares, free and clear of all Liens (including, without limitation, any Lienrestrictions on the right to vote, sell or otherwise dispose of the Shares).

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of all Liens other than Permitted Liens. The Shares are not subject to any Lienpurchase option, and will transfer and deliver to Buyer at the Closing valid title to the Sharesright of first refusal, free and clear subscription right or any other right of any Lien.third party, other than under the Amended and Restated Shareholders’ Agreement dated as of July 1, 2008 among EEG, Seller and Xxxxxxxxxx, as amended to date (“Shareholders’ Agreement”). (c)

Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, free and clear of any Lienrestrictions whatsoever (other than any restrictions under the Securities Act or state securities laws), and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienrestrictions whatsoever (other than any restrictions under the Securities Act or state securities laws).

Ownership of Shares. The Seller is the record lawful owner, beneficially and beneficial owner of record, of the Shares, Purchased Shares free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienall Liens.

Ownership of Shares. Seller (or one of its direct or indirect, wholly owned subsidiaries) is the record or legal and beneficial owner of the Shares, free and clear of any LienLien which is not being released at the Closing and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and will transfer and deliver to Buyer Buyers at the Closing valid title to the Shares, Shares free and clear of any LienLien and any such limitation or restriction.

Ownership of Shares. Seller is the sole record and beneficial ------------------- owner of all of the issued and outstanding Shares, and it has good and valid title to such Shares free and clear of any Lienlien, security interest or encumbrance of any nature and will free of any claim by any person to or against such Shares. Seller has the full right, power and authority to sell, assign, transfer and deliver convey the Shares to Buyer at the Closing valid title to the Shares, free and clear of any LienPurchaser as provided herein.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienall Liens.

Ownership of Shares. Seller is the sole record and beneficial owner of all of the Shares, free . Seller has good and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, all of which are free and clear of any Lien.Encumbrances, including any restrictions on sale, transfer or voting rights, options, or other rights to purchase, other than applicable securities Law restrictions. Other than the Shares, neither Seller nor any other Persons owns, of record or beneficially, any other notes, equity, warrants, or other securities or any rights to purchase or otherwise acquire any securities of any the Company or any interest therein. 4.4

Ownership of Shares. The Seller is the record and beneficial owner of the Purchased Shares, free and clear of any Lienlien, and will transfer and deliver to Buyer at the Closing valid pledge, charge, security interest, encumbrance, title to the Sharesretention agreement, free and clear adverse claim, option or other restriction of any Lien.kind, nature or

Ownership of Shares. Seller is the record and beneficial owner of the Company Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Company Shares free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien (other than any transfer restrictions of general applicability imposed under applicable securities laws), and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienLien (other than any transfer restrictions of general applicability imposed under applicable securities laws).

Ownership of Shares. Seller is the record and beneficial owner of the SharesShares of Common Stock, free of the Company set forth on the signature page hereto and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title be transferred to the Shares, free and clear of any LienBuyer pursuant to this Agreement.

Ownership of Shares. Seller is the record and beneficial owner holds of the Sharesrecord, free and clear of any Lienowns beneficially, and will transfer has good and deliver to Buyer at the Closing valid marketable title to the Shares, free and clear of all Liens. Upon payment for the Shares as contemplated by this Agreement, Seller will convey to Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than Liens created or suffered by Buyer). Except for this Agreement, Seller is not party to any LienContract relating to the sale or transfer of the Shares.

Ownership of Shares. Seller is the sole and exclusive record and beneficial owner of the Shares. The Seller possesses good and merchantable title to the Shares, and owns the Shares free and clear of any Lienand all security interests, agreements, restrictions, claims, liens, pledges, and will transfer encumbrances of any nature or kind. The Seller has the absolute and unconditional right to sell, assign, transfer, and deliver to Buyer at the Closing valid title Shares to the Shares, free and clear Purchaser in accordance with the terms of any Lienthis Agreement.

Ownership of Shares. Seller is the sole direct record and beneficial owner of all the Shares, free and clear outstanding shares of any Liencapital stock of the Company, and will transfer and deliver to Buyer Purchaser at the Closing valid title to the Shares, Shares free and clear of any LienLiens.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien and any other limitation or restriction (including any restriction to sell or otherwise dispose of the Shares), and will transfer is transferring and deliver delivering to Buyer at the Closing valid title to the Shares, Shares free and clear of any LienLien and any such limitation or restriction.

Ownership of Shares. Seller is the record and beneficial owner of the Shares and has sole power over the disposition of the Shares, . The Shares are free and clear of any Lienliens, claims, encumbrances, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Liencharges.

Ownership of Shares. The Seller is the record and beneficial owner and holder of the Shares, Shares and such Shares are owned free and clear of any Lienall liens, encumbrances, charges and will transfer assessments of every nature and deliver subject to Buyer at the Closing valid title no restrictions with respect to the Shares, free and clear of any Lientransferability.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free Shares and clear has sole power over the disposition of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares. The Shares are not subject to any mortgage, free and clear of any Lienpledge, lien, lease, encumbrance or charge.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the holder of record and beneficial owner beneficially owns the Company Stock and has good and valid title to such Company Stock, and such Company Stock shall be as of the Shares, Closing free and clear of any Lien, and will all Liens (other than transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any Lienrestrictions under applicable securities Laws).

Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares. The Shares are fully paid and nonassessable, and are free and clear of any Lienall liens, and will transfer and deliver to Buyer at the Closing valid title to the Sharesencumbrances, free and clear security agreements or claims of any Lien.nature whatsoever;

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any Lienmortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind (a "LIEN") and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of the Shares), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any LienLien and any such limitation or restriction.

Ownership of Shares. Except as set forth in Schedule 3.06, Seller is the record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, free and clear of any Lien, and . Seller will transfer and deliver to Buyer Purchaser at the Closing valid title to the SharesShares , free and clear of any Lienand all taxes, pledges, liens, charges, restrictions on transfer, other encumbrances and any other rights of third parties (collectively, "Liens").

Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, such Shares free and clear of any Lien.

Ownership of Shares. The Seller is the record and beneficial owner of the Sharesshares of the Corporation registered in its name by good and marketable title, free and clear of any Lienall mortgages, and will transfer and deliver to Buyer at the Closing valid title to the Sharesliens, free and clear pledges, charges, encumbrances, actions, claims, executions or demands of any Liennature whatsoever and howsoever arising.

Ownership of Shares. Seller is the record and beneficial owner of the Shares, free and clear of any LienLien (other than as disclosed on Schedule 3.06), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, which, as of the Closing Date, shall be fully transferable to Purchaser free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to all Liens. Except for the Shares, free and clear Seller does not own of record or beneficially, or have any Lieninterest in, or right to acquire, any shares of capital stock of the Company.

Ownership of Shares. Seller is the sole direct record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner holder of the Shares, free and clear of any LienLien and any other limitation or restriction (including, without limitation, any restriction on the right to vote, receive dividends, transfer, ​ ​ ​ sell, or otherwise dispose of the Shares), and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.Lien and any such limitation or restriction. ​

Ownership of Shares. Seller is the record legal and beneficial owner of the Shares, free and clear of any LienLien (other than the Facility Liens), and will transfer and deliver to Buyer at the Closing valid title full legal and beneficial ownership to the Shares, Shares free and clear of any LienLien (other than those arising from the act, omission or condition of Buyer or its Affiliates or in favor of Buyer by operation of law or Facility Liens). Other than this Agreement, there are no contracts to which Seller is a party for the disposition of any Shares or any interest therein.

Ownership of Shares. Seller is the record sole record, legal and beneficial owner of the Seller Shares. There are no (a) securities convertible into or exchangeable for any of the Seller Shares; (b) options, free and clear warrants or other rights to purchase or subscribe for any of the Seller Shares; or (c) contracts, commitments, agreements, understandings or arrangements of any Lien, and will transfer and deliver to Buyer at the Closing valid title kind (contingent or otherwise) relating to the Sharesissuance, free and clear sale or transfer of any Lienof the Seller Shares.

Ownership of Shares. Seller is the record record, legal and beneficial owner of, and has good and valid title to, all of the issued and outstanding Shares and, as of the Closing, will be the record, legal and beneficial owner of all of the issued and outstanding Shares, in each case, free and clear of any LienEncumbrances (or any agreement, obligation or commitment to give or create such Encumbrance), and will transfer and deliver to Buyer at the Closing good and valid title to the such Shares, free and clear of any LienEncumbrances or third party interests or rights.

Ownership of Shares. Seller is the sole record and beneficial owner of all of the Shares, free . Seller has good and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, all of which are free and clear of any LienEncumbrances, including any restrictions on sale, transfer or voting rights, options, or other rights to purchase, other than applicable securities Law restrictions. Other than the Shares, neither Seller nor any other Persons owns, of record or beneficially, any other notes, equity, warrants, or other securities or any rights to purchase or otherwise acquire any securities of any the Company or any interest therein.

Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, and, except for Encumbrances contained in the Company’s Operating Documents or Organizational Documents, Seller has good and valid title to the Shares free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, free and clear of any LienEncumbrances.

Ownership of Shares. (a) Seller is the sole direct record and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of the Shares. Seller owns the Shares, and the Shares will be transferred to Buyer, free and clear of all liens, claims, charges and other encumbrances and restrictions of any Lienkind or nature. Seller has the power, authority and will capacity to transfer and deliver the Shares pursuant to Buyer at this Agreement and is not party to or bound by any agreement, arrangement or option restricting in any manner the Closing valid title to sale and transfer of any of the Shares, free and clear of any Lien.

Ownership of Shares. Seller is the record and beneficial owner of all of the issued and outstanding Class A Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, such Class A Shares free and clear of any Lien. At the Closing, following the cancellation of the Class B Shares and the Company Options pursuant to the terms of the Equity Partnership Plan, there will be no Company Securities issued and outstanding other than the Class A Shares transferred to Buyer pursuant to Section 2.02.

Ownership of Shares. Seller (and/or one or more wholly owned Subsidiaries of Seller) is the record sole legal and beneficial owner of the Shares, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Shares, Shares free and clear of any Lien.

Ownership of Shares. Seller is the record sole record, legal and beneficial owner of all the issued and outstanding Shares, free and clear of all Liens (other than those Liens created by this Agreement and those Liens created by Purchaser or any Lien, and will transfer and deliver of its Subsidiaries or pursuant to Buyer at the Closing valid title to the Shares, free and clear of any Lienapplicable securities law restrictions).