Title to the Sale Shares Sample Clauses

Title to the Sale Shares. The Sale Shares constitute 100% of the issued and outstanding share capital of the Company, the Transferor is the sole legal and beneficial owner of the Sale Shares, and no claim has been made by any person to be entitled to any of them. The Company is authorised to issue 1500 registered shares with a par value of USD1.00 per share, all of which shares have been validly issued, are fully paid and non-assessable. There is no Security Interest, option, conversion right, right to acquire, or other adverse interest, right, equity, claim or potential claim of any description on or over or affecting any of the Sale Shares nor are there any agreements, arrangements or commitments to give or create any such Security Interest, right or claim, and no claim has been made by any person to be entitled to any.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Title to the Sale Shares. 3.1 The Seller owns the Sale Shares and has full power, capacity and, subject to any required third-party consent, authority to sell the Sale Shares and to perform all of its other undertakings set forth in this Agreement (subject to fulfilment of the Conditions).
Sample 1
Title to the Sale Shares. The Seller is the registered and beneficial owner of the Sale Shares, such Sale Shares having been validly issued and outstanding as fully paid shares. The Seller has good and marketable title, free and clear of any Liens (other than those created by the Shareholder's Agreement) and there are no shareholders agreements (except the Shareholder's Agreement), pooling agreements, voting trusts or other agreements or understandings with respect to the voting of the Sale Shares. The Sale Shares constitute 67% (sixty seven percent) of the common shares of the Company issued and outstanding as of the Closing Date and there are no other securities of the Company outstanding as of the date hereof.
Sample 1
Title to the Sale Shares. 8.1 The Seller is the legal and beneficial owner of the Sale Shares free from any Encumbrances.
Sample 1
Title to the Sale Shares. As of immediately prior to the execution and delivery of this Agreement by the Parties, the Seller is the sole and exclusive record owner of the Sale Shares, free and clear of any Encumbrances and restrictions on transfer (other than Encumbrances and restrictions under applicable securities Laws and the Memorandum and Articles of Association). Other than this Agreement, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Sale Shares, and there are no outstanding contracts or understandings to which the Seller is a party involving the purchase, sale or other acquisition or disposition of the Sale Shares or any interest therein. The extract of Register of Members of eLong and related certification issued by the registered office provider of eLong and delivered to the Purchaser by Seller pursuant to Section 2.3 hereof, evidencing the ownership by the Purchaser of all of the Sale Shares, evidences the transfer to the Purchaser good and valid title to such Sale Shares, free and clear of all Encumbrances and restrictions on transfer (except for restrictions on transfer under applicable securities Laws and the Memorandum and Articles of Association) and the Sale Shares to be transferred hereunder by the Seller to the Purchaser shall have been duly authorized and validly issued, and be fully paid and nonassessable with the Purchaser being entitled to all rights accorded to a holder of Ordinary Shares. The sale of the Sale Shares pursuant to this Agreement is not subject to preemptive or other similar rights of any security holder of eLong or the Seller.
Sample 1

Related to Title to the Sale Shares

  • Title to the Stock As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record or beneficially, by such Stockholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by such stockholder.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

Time is Money Join Law Insider Premium to draft better contracts faster.