Ownership, etc. The Seller is either (i) the legal and beneficial owner of, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of) all of the Seller’s Securities. The only securities of the Company legally or beneficially owned by the Seller, or over which the Seller exercises control or direction, are those listed on Appendix I to this Agreement. For greater certainty the term “Seller’s Securities” as used herein, includes the Common Shares and Convertible Securities listed on Appendix I and any securities of the Company into which they may be converted through the exercise, conversion or exchange of any Seller’s Securities. Except for the securities set out in Appendix I, the Seller has no agreement or option, or right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Seller or transfer to the Seller of additional securities of the Company (other than any agreements or amendments that the Seller may enter into to facilitate the exercise, cancellation or surrender of its Options, if any, as contemplated under the Support Agreement).
Ownership, etc. The Seller (or, if applicable, one or more of its direct or indirect wholly-owned subsidiaries or managed publicly listed investment funds) is the sole beneficial owner of such Seller’s Units or holds the Seller’s Units on behalf of beneficial owners who have fully managed accounts with the Seller. The Seller’s Units constitute all of the Units owned or controlled, directly or indirectly, by the Seller. The total number of Units beneficially owned or over which the Seller exercises control or direction, is set forth in Schedule “A” hereto. The Seller has the sole and exclusive right to dispose of such Seller’s Units as provided in this Agreement and to vote all such Units and the Seller is not a party to, bound or affected by or subject to, any Law of which a breach would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership, etc. The Sellers warrant that:
5.2.1 all Business IP is either legally and beneficially owned by the Company or lawfully used with the consent of the owner under a licence;
5.2.2 all Owned Business IP is not being infringed or attacked or opposed by any person; and
5.2.3 all Owned Business IP is not subject to any Encumbrance or any licence or authority in favour of another, and no claims have been made and no Intellectual Property applications are pending which if pursued or granted might be material to the truth and accuracy of any of the above.
Ownership, etc. The ordinary business of the Seller includes the management of investment funds for others. The Seller (or, if applicable, one or more of its direct or indirect subsidiaries or one of its affiliates):
(i) is the sole beneficial owner of such Seller’s Shares, or
(ii) holds such Seller’s Shares on behalf of beneficial owners pursuant to terms whereby the Seller has full discretion to make investment decisions and to trade in the Seller’s Shares on behalf of and for the account of such beneficial owner without requiring such beneficial owner’s consent, and such terms grant to the Seller voting and dispositive power over such Seller’s Shares in the ordinary course of the performance of the Seller’s duties relating to such accounts (a “Fully Managed Account”). The total number of Subject Shares beneficially owned by, or over which control and direction is held, by the Seller or held in one or more Fully Managed Accounts is set forth in Schedule A hereto. The Seller has the sole and exclusive right (either on its own behalf or pursuant to the terms of any Fully Managed Accounts) to dispose of such Seller’s Shares as provided in this Agreement and to vote all such Seller’s Shares, and the Seller is not a party to, bound or affected by or subject to any contractual arrangements, law or regulation of which a breach would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership, etc. 5.1.1 All of the Business Intellectual Property and the Material Group IP is:
(i) legally owned, licensed to or used under the authority of the owner by the Seller, in the case of the Business Intellectual Property; or
(ii) legally owned by, licensed to or used under the authority of the owner by the Group Companies, in the case of the Material Group IP. Copies of all such licences and authorities (excluding any shrink-wrap licences for computer software and domain names) are included in the Data Room.
5.1.2 The Material Group IP and the Business Intellectual Property in each case owned by the Group Companies or the Seller as the case may be is:
(i) not being infringed, attacked or opposed by any person;
(ii) not licensed to a third party other than pursuant to an agreement identified in the Data Room, to end users in the ordinary course of business under end user license agreements or except as set out in the Disclosure Letter; and
(iii) not subject to any Encumbrance other than a Permitted Encumbrance (save for Permitted Encumbrances of the type described in paragraph (b) of the definition of Permitted Encumbrances).
5.1.3 The Data Room lists all Registered Intellectual Property:
(i) forming part of the Business Intellectual Property; or
(ii) owned by a Group Company and forming part of the Group Intellectual Property.
5.1.4 The document entitled “Business Intellectual Property” contained in the Data Room lists all unregistered trade marks:
(i) forming part of the Business Intellectual Property; or
(ii) owned by a Group Company and forming part of the Group Intellectual Property and which in each case is, material to the business of the Group.
Ownership, etc. The Seller (or the controlled entity described in Schedule “A”) is the sole beneficial owner of such Seller’s Units. The Seller’s Units constitute all of the Trust Units and Class B LP Units owned or controlled, directly or indirectly, by the Seller. The total number of Trust Units and Class B LP Units beneficially owned or over which the Seller exercises control or direction, is set forth in Schedule “A” hereto. The Seller has the sole and exclusive right to dispose of such Seller’s Units as provided in this Agreement and to vote all such Units and the Seller is not a party to, bound or affected by or subject to, any Law of which a breach would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership, etc. The Shareholder, through its direct wholly-owned subsidiary, Altius Resources Inc. ("Altius Resources"), is the sole beneficial owner of, and exercises control and direction over, the Shareholder's Shares. The Shareholder's Shares constitute all of the Shares owned or controlled, directly or indirectly, by the Shareholder. As of the date hereof, the total number of Shares beneficially owned or over which the Shareholder exercises control or direction is 8,924,972. The Shareholder, through Altius Resources, has the sole and exclusive right to dispose of such Shareholder's Shares as provided in this Agreement and to vote all such Shares and the Shareholder is not a party to, bound or affected by or subject to, any law of which a breach would occur as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership, etc of Securities. Such Management Shareholder is the ----------------------------- beneficial or record owner of the equity interests in Seagate set forth opposite such Management Shareholder's name on Schedule III hereto. Such Management Shareholder has good and marketable title to such interests, free and clear of any encumbrances, agreements, adverse claims, liens or other arrangements with respect to the ownership thereof.
Ownership, etc. 4.1.1 All Business IPR is either legally and beneficially owned by the Seller or lawfully used with the consent of the owner under a licence, a copy of which is in the Data Room;
4.1.2 to the best of the Seller’s knowledge, all Owned Business IPR is not being infringed or used without authorisation, attacked or opposed by any person; and
4.1.3 all Owned Business IPR is not subject to any Encumbrance or any licence or authority in favour of another, and no claims have been made and no intellectual property applications are pending which if pursued or granted might be material to the truth and accuracy of any of the above.
Ownership, etc. All Intellectual Property (whether registered or not) and all pending applications therefore which have been, are, or are being used in the Business are (a) fully owned (pleine propriete) by the Company or lawfully used with the consent of the owner under a licence; (b) valid; (c) not being infringed or challenged by any third party; and (d) if owned by the Company, not subject to any Security or any licence in favour of another. Except as disclosed in the Disclosure Letter, the Company (i) has paid all renewal fees that are due in respect of Intellectual Property that is registered or the subject of applications for registration; (ii) operates policies relating to maintenance and protection of such Intellectual Property which is usual for any French businesses that operate a type of activity that is similar in scope or risk to the Business; and (iii) has not received notice of any claim in relation to such Intellectual Property.
