Ownership and Possession of Shares. Seller is the record and beneficial owner of all of the issued and outstanding Shares and Seller will deliver to Purchaser at the Closing record and beneficial ownership of the Shares, in each case free and clear of all Liens, except for any Liens created by the Transaction Documents and Liens arising under the Securities Act or any applicable securities laws.
Ownership and Possession of Shares. (a) The Shares and the certificates representing the Shares are now owned by the Selling Stockholder, or by a nominee or custodian for the sole and exclusive benefit of the Selling Stockholder and, upon delivery to Purchaser of the surrender and termination by Centerpoint of its rights under the Pledge Agreement as set forth in Section 2.2(g), will be free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act of 1933, as amended (the "Securities Act") or state securities laws.
(b) As used in this Agreement, the term "Encumbrances" shall mean any and all liens, charges, security interests, options, claims, mortgages, pledges, hypothecations, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.
Ownership and Possession of Shares. The Seller's Purchased Subsidiaries' shares and interests and the certificates representing such shares and interests are as of the date hereof, and at all times shall be free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agree ment and the restrictions on transfer contained in the agreements with the other owners of the Seller's Foreign Subsidiaries.
Ownership and Possession of Shares. Company is the record and beneficial owner of all the issued and outstanding shares of Company Bank and all other Subsidiaries of Company, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
Ownership and Possession of Shares. (a) The Shares and the certificates representing the Shares are now, and at all times prior to their transfer to the Purchaser pursuant to the Closing, were, owned by the Seller, or by a nominee or custodian for the sole and exclusive benefit of the Seller, free and clear of all Encumbrances whatsoever. Other than this Agreement and the Transaction Documents, there are no agreements or commitments obligating CECEP Lux or Italsolar to issue any new shares of such Companies or obligating the Seller to sell any Shares, or to issue or sell any securities convertible into the shares of such Companies. There are no silent participation or other participation rights with respect to the profits of CECEP Lux or Italsolar, no profit participating loans in respect of CECEP Lux or Italsolar and no third party owns any indirect participation in, and there are no trust arrangements with respect to any Shares.
Ownership and Possession of Shares. Go2Net is the record and beneficial owner of all the issued and outstanding Shares. The certificates representing the Shares are held by Go2Net, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws. The sale, conveyance, assignment, transfer and delivery of the Shares to Purchaser pursuant to this Agreement will convey to Purchaser good and marketable title to the Shares, free and clear of any and all Encumbrances, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
Ownership and Possession of Shares. The Sale Shares and the certificates representing the Sale Shares are owned by each Shareholder and held by each Shareholder, or by a nominee or custodian for the sole and exclusive benefit of such Shareholder, and the Shareholders are entitled to sell and transfer the full legal and beneficial ownership of the Sale Shares to Purchaser on the terms set out in this Agreement, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement.
Ownership and Possession of Shares. (a) Notwithstanding anything to the contrary in the FEMSA Disclosure Materials, the FEMSA Parties are collectively the record and beneficial owners of all the FEMSA Exchange Shares, free and clear of all Encumbrances whatsoever. Desarrollo Comercial FEMSA, S.A. de C.V. (“Desarrollo”), a wholly owned Subsidiary of the Company, is the record and beneficial owner of one (1) share of Common Stock (the “Desarrollo Company Share”), free and clear of all Encumbrances whatsoever.
(b) The sole assets of the Company are shares of Common Stock of FEMSA Cerveza and Desarrollo. The sole assets of Desarrollo are shares of Common Stock of FEMSA Cerveza and the Desarrollo Company Share. None of the Company and Desarrollo have any outstanding liability of any kind.
Ownership and Possession of Shares. The ESOP Shares and the certificates representing the ESOP Shares are now, and at all times during the term hereof shall be, owned by the ESOP and held by such ESOP, or by a trustee, nominee or custodian for the sole and exclusive benefit of such ESOP, free and clear of all Encumbrances whatsoever, except for (a) that portion of the ESOP Shares that remain as pledged collateral (the "Pledged Shares") pursuant to that certain ESOP Loan and Pledge Agreement by and between NY Medical and HSBC Bank USA, as trustee, dated as of November 30, 2000 (the "Loan and Pledge Agreement"), (b) any Encumbrances created by this Agreement and (c) Encumbrances arising under the Securities Act or state securities laws.
Ownership and Possession of Shares. Parent is the record and beneficial owner of all the issued and outstanding shares of Parent Bank, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
