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:
Ownership, etc. 5.1.1 All of the Business Intellectual Property and the Material Group IP is:
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):
Ownership, etc. All Intellectual Property (whether registered or not) and all pending applications therefor which have been, are, or are capable of being used in or in relation to or which are essential for the carrying on of the business of each Group Company in and to the extent that it is presently conducted, are (or, where appropriate in the case of pending applications, will be):
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 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. 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. YLHL transfers or otherwise disposes (legally or beneficially) of any of the shares in the Borrower held by it; or (ii) there is a breach of Clause 41.3 of the DBFO Contract.
