Authority; Ownership Of Shares Sample Clauses

Authority; Ownership Of Shares. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) Seller is the record and beneficial owner and holder of the Shares listed opposite its name in Schedule A, free and clear of any liens or encumbrances.
Sample 1
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Authority; Ownership Of Shares. No Conflict or Violation. TPR Holding has all necessary power and authority to hold the TPR Exchange Shares and to enter into, deliver and carry out its obligations under the Transaction Documents. The TPR Indemnitors have taken all action necessary to enter into the Transaction Documents and consummate the transactions contemplated thereby and to perform their obligations thereunder. Each of the Transaction Documents to which a TPR Indemnitor is a party has been duly executed and delivered by or on behalf of such TPR Indemnitor. Each Transaction Document to which a TPR Indemnitor is a party is the legal, valid and binding obligation of such TPR Indemnitor, enforceable against it in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditor's rights generally and by the application of equitable principles by courts of competent jurisdiction sitting at law or in equity. TPR Holding owns as the registered holder and beneficially all of the WPSAM Europe Shares, free and clear of all Encumbrances. The WPSAM Europe Shares represent all of the shares of WPSAM Europe issued and outstanding. The TPR Indemnitors own, as the registered holders or beneficially, no Equity Interests of WPSAM Europe or TPR other than the WPSAM Europe Shares. Upon the transfer on the Closing Date by TPR Holding to WPS Ltd. or a Permitted WPS Assignee of the TPR Exchange Shares in accordance with Section 2.1 of this Agreement, WPS Ltd. or such Permitted WPS Assignee, as the case may be, will receive good title to such shares, free and clear of all Encumbrances. Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will result in the violation by any TPR Indemnitor of any Legal Requirement.
Sample 1
Authority; Ownership Of Shares. The Stockholder has the absolute, exclusive and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, to perform its obligations under this Agreement and consummate the transactions contemplated by this Agreement.
Sample 1
Authority; Ownership Of Shares. Bowex xxx all necessary power and authority to enter into, deliver and carry out its obligations hereunder. This Agreement is the legal, valid and binding obligation of Bowex, xxforceable against Bowex xx accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditors' rights generally and by the application of equitable principles by courts of competent jurisdiction sitting at law or in equity.
Sample 1
Authority; Ownership Of Shares. WPS Ltd. has all necessary power and authority to enter into, deliver and carry out its obligations hereunder. This Agreement is the legal, valid and binding obligation of WPS Ltd., enforceable against WPS Ltd. in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws 6 affecting the enforceability of contractual obligations and creditors' rights generally and by the application of equitable principles by courts of competent jurisdiction sitting at law or in equity.
Sample 1

Related to Authority; Ownership Of Shares

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

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