Ownership of Purchased Securities. Upon issuance and delivery of the Purchased Securities (and the Underlying Shares upon conversion or exercise thereof) to each Purchaser pursuant to this Agreement in consideration of the Purchasers' payments therefore, the Purchased Securities and Underlying Shares will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and encumbrances or restrictions on transfer, other than (i) restrictions on transfer set forth herein or in the Documents, and (ii) any liens, charges or encumbrances created by a Purchaser. The delivery of the Purchased Securities to each Purchaser at each Closing and the delivery of the Underlying Shares upon conversion or exercise of the Purchased Securities will transfer good and valid title to, and beneficial ownership of, the Purchased Securities and the Underlying Shares, other than as a result of any encumbrances, Liens and claims described in clauses (i) and (ii) of the preceding sentence. The issuance and sale of the Purchased Securities pursuant hereto (and the issuance of the Underlying Shares upon the conversion or exercise thereof) will not give rise to any preemptive rights or rights of first refusal that have not been complied with or waived.
Ownership of Purchased Securities. Seller owns beneficially and of record, and has good and marketable title to the Purchased Securities free and clear of all liens other than as provided in Seller’s Organizational Documents. No Person other than Seller has a beneficial interest in or a right to acquire or vote any of the Purchased Securities (excluding for purposes of this section any equity holders of Seller (including the beneficial owners of such equity holders)). There is no agreement, voting trust or other understanding to which Seller is party or is otherwise bound relating to the voting of any of the Purchased Securities.
Ownership of Purchased Securities. As of the Effective Date immediately prior to the consummation of the transactions contemplated by this Agreement, Ubizen owns each and all of the Purchased Securities free and clear of all liens, interests or other encumbrances.
Ownership of Purchased Securities. The Vendor is the legal and beneficial owner of the Purchased Securities as more particularly described in the Disclosure Letter. The Vendor has good and marketable title to the Purchased Securities, free and clear of all Encumbrances. Except as disclosed in the Disclosure Letter, there are no agreements or restrictions which in any way limit or restrict the transfer to the Purchaser of the Purchased Securities.
Ownership of Purchased Securities. Subject to the Partnership Agreement, BBV owns and has an unqualified right to and shall transfer to MTLM at the Closing, good, valid and marketable title to the Purchased Securities, free and clear of all Liens. Other than this Agreement and the Partnership Agreement, such Purchased Securities are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting or disposition of such Purchased Securities. To the best of BBV's knowledge, the Purchased Securities (i) represent all of the outstanding units of limited partnership interests of the Company; and (ii) are uncertificated.
Ownership of Purchased Securities. As of the date of this Agreement, the Seller owns a total of [redacted] common shares in the capital stock of the Company (which [redacted] common shares comprise 100% of the Equity Interests of the Company); and, on Closing after giving effect to the completion of the Pre-Closing Transactions, the Seller will own the Non-Rollover Percentage of the total number of then issued and outstanding common shares in the capital stock of the Company (which common shares comprise the Purchased Securities). The Seller has the power and authority to sell, transfer, assign and deliver all of the Purchased Securities to Buyer as provided in this Agreement, and such delivery will convey to Buyer valid title to the Purchased Securities, free and clear of any and all Encumbrances (other than those Encumbrances of the types listed in paragraphs (g), (h) and (j) of the “Permitted Encumbrances” definition in Section 1.1). Except for Buyer’s right to purchase the Purchased Securities pursuant to this Agreement, there do not exist any options, warrants or rights of any kind for the purchase, sale or transfer of any of the Purchased Securities.
Ownership of Purchased Securities. Such Seller has good and marketable title to the Purchased Securities to be sold, assigned, transferred and delivered by it pursuant to this Agreement, free and clear of any and all encumbrances, except as set forth in Schedule ___. Upon the sale, assignment, transfer and delivery of such Purchased Securities to the Purchasers at the Closing, such Seller will have sold, assigned, transferred and conveyed to the Purchasers all of its right, title and interest in and to such Purchased Securities, free and clear of any and all encumbrances and other restrictions, except as set forth on Schedule ____.
Ownership of Purchased Securities. Each of Accuray and TomoTherapy, as applicable, is the record and beneficial owner of the Purchased Securities to be sold to Buyer as set forth in Section 1.1. Each of Accuray and TomoTherapy, as applicable, owns such Purchased Securities free and clear of all liens, encumbrances, pledges, claims and other security interests. None of the Purchased Securities are subject to any order or contract, including, but not limited to, any marital property agreement, voting trust or proxy relating to the exercise of voting rights or subjecting such Purchased Securities to transfer restrictions.
Ownership of Purchased Securities. As of immediately prior to the Closing, after the consummation of the Restructuring Transactions, such Seller shall be the sole record and beneficial owner of, and have good title to, the Purchased Securities set forth opposite such Seller's name on the Allocation Schedule (as determined pursuant to Section 2.1(a)), free and clear of all Liens, agreements, voting trusts, proxies or other arrangements or restrictions (other than transfer restrictions under the Securities Act and other applicable foreign or domestic securities Laws) and shall transfer and deliver to Purchaser at the Closing valid title to the Purchased Securities, free and clear of all Liens, agreements, voting trusts, proxies or other arrangements or restrictions (other than transfer restrictions under the Securities Act and other applicable foreign or domestic securities Laws). Except in connection with the Transactions, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which such Seller is or may become obligated to sell, or giving any Person a right to acquire, or in any way dispose of any of such Seller's Purchased Securities or any securities or obligations exercisable or exchangeable for, or convertible into, such Seller's Purchased Securities, or any "tag-along," "drag-along" or similar rights with respect to such Purchased Securities. Such Seller is not a party to (a) any option, warrant, purchase right, right of first refusal, call, put or other contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Purchased Securities or (b) any voting trust, proxy or other contract relating to the voting of any Purchased Securities. Prior to the earlier of the Closing and the termination of this Agreement pursuant to Section 9.1, such Seller shall not, other than as contemplated by this Agreement, directly or indirectly, (i) sell, convey, transfer, pledge or otherwise encumber or dispose of any of the Purchased Securities held by such Seller or any interests therein, except pursuant to this Agreement, (ii) deposit any such Purchased Securities into a voting trust or enter into a voting agreement or arrangement with respect to any such Purchased Securities or (iii) enter into any Contract providing for the direct or indirect acquisition or sale, assignment, transfer or oth...
Ownership of Purchased Securities. For the purposes of determining the number of Purchased Securities held by a holder, such holder shall be deemed to hold the aggregate number of Purchased Securities held by such holder and its Affiliates.
