Ownership of Ordinary Shares. SFIC Holdings is the record and beneficial owner of the SFIC Holdings Shares, and KPC is beneficial owner of the SFIC Holdings Shares; all the SFIC Holdings Shares are held free and clear of all mortgages, pledges, security interests, liens, claims, encumbrances, equities or other restrictions (collectively, the “Liens”); and KPC is the record and beneficial owner of all outstanding shares issued by SFIC Holdings. Upon payment for the SFIC Holdings Shares to be sold by SFIC Holdings in accordance with the terms and conditions of this Agreement, the Company will acquire good and valid title to such shares free and clear of all Liens.
Ownership of Ordinary Shares. The Purchaser does not, and during the period beginning on the date of this Agreement and ending immediately after the Closing will not, own any Ordinary Shares.
Ownership of Ordinary Shares. (a) As of the date of this Agreement, none of Parent, Merger Sub or any of their respective Subsidiaries beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any Ordinary Shares or other securities convertible into, exchangeable for or exercisable for Ordinary Shares or any securities of the Company or any Subsidiary of the Company and none of Parent, Merger Sub or any of their respective Subsidiaries has any rights to acquire, directly or indirectly, any Ordinary Shares except pursuant to this Agreement. None of the persons referred to in Section 320(c) of the ICL with respect to Parent or Merger Sub owns any Ordinary Shares.
(b) Except as expressly authorized by the Company in writing or as contemplated by this Agreement, neither Parent or Merger Sub, nor any of their respective affiliates, is a party to any contracts, nor has made or entered into any formal or informal arrangements or other understandings (whether or not binding), with any shareholder, director, officer or other affiliate of the Company or any of its Subsidiaries relating to this Agreement, the Merger or any other transactions contemplated by this Agreement, or the Surviving Company or any of its Subsidiaries, businesses or operations (except as to continuing employment on customary terms in similar companies) from and after the Effective Time.
Ownership of Ordinary Shares. The Holder owns the Ordinary Shares free and clear of any Liens (other than the obligations pursuant to this Agreement, liens in the ordinary course of business (e.g. bone fide margin account liens) and applicable securities laws).
Ownership of Ordinary Shares. The Shareholders are the sole owners of all issued and outstanding Ordinary Shares in S&W in the amounts set forth on Schedule A, which such shares represent all of the issued and outstanding Ordinary Shares of S&W. The issued and outstanding Ordinary Shares have been duly authorized, are duly and validly issued, fully paid, and non-assessable, and are free of any Lien, encumbrance or restrictions on transfer other than (i) as set forth in Schedule 3.3(a) of the S&W Disclosure Schedules (ii) as set forth in S&W’s certificate of incorporation and Articles of Association, each as amended and currently in effect (collectively, the “S&W Organizational Documents”), and (iii) restrictions on transfer under applicable state and federal securities laws. Except as set forth in Schedule 3.3(b) of the S&W Disclosure Schedules and except for the transactions contemplated hereunder, there is no outstanding security of any kind convertible into or exchangeable for an ownership interest in S&W.
Ownership of Ordinary Shares. The Shareholder is the sole record owner of the number of Ordinary Shares set forth opposite his name on Schedule A hereto, which Ordinary Shares are owned free and clear of all Liens (except as set forth in the S&W Organizational Documents), and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Shareholder to sell or transfer to any third person any of the Ordinary Shares owned by the Shareholder, or any interest therein (except pursuant to this Agreement). The Shareholder has the full power and authority to exchange, transfer and deliver the Ordinary Shares owned by them to the Parent.
Ownership of Ordinary Shares. Other than one Ordinary Share owned by George Morgenstern, DSSI owxx xxx xxx xxxxxx xnd outstanding Ordinary Shares. The Ordinary Shares owned by DSSI are free and clear of any Liens or encumbrances.
Ownership of Ordinary Shares. Such Seller owns of record and beneficially, free and clear of all Encumbrances (other than Encumbrances under securities laws and any Encumbrances that will be discharged and released at or prior to the Closing) the number of Ordinary Shares set forth opposite the name of such Seller on Exhibit A attached hereto and does not own, beneficially or otherwise, any other securities of the Company or any of its Subsidiaries. At the Closing, the Purchaser will acquire from such Seller such Ordinary Shares free and clear of all Encumbrances other than Encumbrances under securities laws or Encumbrances created by or on account of the Purchaser. Upon the transfer of such Seller’s shares to the Purchaser, in accordance to the terms herein, the Purchaser will own all such Seller’s shares of the Company free and clear of all Encumbrances and will be fully paid and nonassessable. Such Seller is not a party to any voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the outstanding Ordinary Shares of such Seller.
Ownership of Ordinary Shares. The Shareholder is the sole record owner of the number of Ordinary Shares set forth opposite his name on Exhibit A hereto, which Ordinary Shares are owned free and clear of all Liens, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Shareholder to sell or transfer to any third person any of the Ordinary Shares owned by the Shareholder, or any interest therein (except pursuant to this Agreement). The Shareholder has the full power and authority to exchange, transfer and deliver the Ordinary Shares owned by them to the Purchaser.
Ownership of Ordinary Shares. Transferor is the owner of the Ordinary Shares and Transferor will sell, transfer and deliver to Transferee the Ordinary Shares free and clear of any Encumbrances or other restrictions on transfer. Transferor is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any equity or debt securities of the Target (other than this Agreement). Transferor is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Ordinary Shares.
