Ownership and Transfer of the Shares Sample Clauses

Ownership and Transfer of the Shares. Seller is the record and beneficial owner of the Shares. Seller has the requisite power and authority to sell and transfer the Shares as provided in this Agreement, and, subject to the entry of the Approval Order, such delivery will convey to Purchaser good and marketable title to such Shares, free and clear of any and all Liens in accordance with Section 363(f) of the Bankruptcy Code.
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Ownership and Transfer of the Shares. He is the sole legal and beneficial owner of certain Shares as at the date of this Agreement indicated as being owned by him on Exhibit A, Part I and will be prior to Closing the sole legal and beneficial owner of the Shares indicated as being owned by him on Exhibit A, Part II and delivery of such Shares will convey to Purchaser (or its designated Affiliate or Affiliates) good and marketable title to such Shares, free and clear of any and all Liens, and there is no agreement or commitment to create a Lien in relation to the shares or any unissued shares in the Company in favour of any person, and no claim has been made by any person to be entitled to any.
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Ownership and Transfer of the Shares. As of the Effective Date, Seller is the owner and shareholder of record of 7,885 shares, representing 35.97% of the issued and outstanding common stock of Explorer. Subject to the satisfaction of the conditions in Section 8 of the Agreement and the purchase by Seller of the Shares from EXPL on or before the Closing Date, as of the Closing Date, Seller will hold good and valid title to the Shares, free and clear of any and all Liens other than the restrictions (including the transfer restrictions) under the Shareholders Agreement and transfer restrictions imposed pursuant to applicable Securities Laws, and will not have made any assignment of such Shares, other than as contemplated by the Transaction Documents. Subject to the restrictions (including the transfer restrictions) under the Shareholders Agreement and satisfaction of the conditions in Section 8 of the Agreement and the purchase by Seller of the Shares from EXPL on or before the Closing Date, as of the Closing Date, Seller will have the requisite power and authority to sell, assign, transfer, convey and deliver the Shares as provided in the Transaction Documents and will convey to Buyer all of Seller’s right, title and interest in and to the Shares, free and clear of any and all Liens other than the restrictions (including the transfer restrictions) under the Shareholders Agreement and transfer restrictions imposed pursuant to applicable Securities Laws. As of the Closing Date, subject to satisfaction of the conditions of Section 8 of this Agreement and the purchase by Seller of the Shares from EXPL on or before the Closing Date, the Current Shares and Shares will represent all of Seller’s ownership interest in Explorer.
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Ownership and Transfer of the Shares. Each Selling Shareholder is, in respect of the Shares as set forth opposite such Selling Shareholder’s name on Part 2.3(a) of the Company Disclosure Schedule, (a) the legal and beneficial owner of those shares with full authority to transfer the legal and beneficial interest in the Shares or (b) the beneficial owner of those Shares and has the power to procure the transfer of those Shares by the legal owner, in each case, free and clear of any and all Encumbrances. The Selling Shareholder has the power, authority and capacity to sell, transfer, assign and deliver (or to procure such sale, transfer, assignment and delivery of) such Shares as provided in this Agreement, and such delivery will convey to Purchaser good and marketable title to such Shares, free and clear of any and all Encumbrances.
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Ownership and Transfer of the Shares. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable. Seller is the lawful owner of the Shares, free and clear of all Liens. Seller has the full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and convey the Shares to Purchaser pursuant to this Agreement. The delivery to Purchaser of the Shares pursuant to the provisions of this Agreement will transfer to Purchaser full, valid title thereto, free and clear of all Liens. None of the certificates representing any of the Shares bears a legend of any kind thereon.
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Ownership and Transfer of the Shares. Such Seller or the Nxxx Xxxxx Cxxx Shareholder, as the case may be, is, in respect of the Shares as set forth opposite their name on Part 2.3(a) of the Company Disclosure Schedule, (a) the legal and beneficial owner of those Shares with full authority to transfer the legal and beneficial interest in the Shares or (b) the beneficial owner of those Shares and has the power to procure the transfer of those Shares by the legal owner or (c) in the case of the Nxxx Xxxxx Cxxx Shareholder is the legal owner of those Shares with full authority to transfer legal title to those Shares of, in each case, free and clear of any and all Encumbrances. Such Seller or the Nxxx Xxxxx Cxxx Shareholder, as the case may be, has the power, authority and capacity to sell, transfer, assign and deliver (or to procure such sale, transfer, assignment and delivery of) such Shares as provided in this Agreement, and such delivery will convey to Purchaser title to such Shares, free and clear of any and all Encumbrances. The assignments, endorsements, powers and other instruments of transfer delivered by each of Seller and the Nxxx Xxxxx Cxxx Shareholder (or their respective authorized agents) at the Closing will be sufficient to transfer to the Purchaser such Seller’s or the Nxxx Xxxxx Cxxx Shareholder’s entire right, title and interest, legal and beneficial, in such Shares. No Seller or the Nxxx Xxxxx Cxxx Shareholder is a resident or citizen of the United States.
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Ownership and Transfer of the Shares. The Vendors own beneficially and of record, and have good and valid title to, all of the Shares free and clear of liens, encumbrances and options. Each Vendor has the corporate power and authority to transfer the Shares being transferred by it to Purchaser at the Closing.
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Ownership and Transfer of the Shares. Other Assets of Seller. Seller is the record and beneficial owner of all of the Shares, free and clear of any and all Liens. Seller has the power and authority to sell, transfer, assign and deliver the Shares as provided in this Agreement, and such delivery will convey to Purchaser legal and beneficial title to the Shares, with full title guarantee, free and clear of any and all Liens.
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Related to Ownership and Transfer of the Shares

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Limitation on Transfer of Ownership Rights (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).

  • Transfer of Options The Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee or by the Optionee's legally authorized representative.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

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