Ownership of Sale Shares Clause Samples
The 'Ownership of Sale Shares' clause establishes that the seller has full legal and beneficial ownership of the shares being sold and has the authority to transfer them to the buyer. It typically requires the seller to confirm that the shares are free from encumbrances, liens, or third-party claims, ensuring that the buyer receives clear and undisputed title. This clause is essential for protecting the buyer by guaranteeing that they will acquire complete ownership of the shares without unexpected legal complications or challenges to their title.
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Ownership of Sale Shares. The Seller owns all right, title and interest (legal and beneficial) in and to the Sale Shares and is entitled to transfer the same to the Purchaser free and clear of all Encumbrances, and there is no agreement or commitment to give or create any Encumbrance over or affecting the Sale Shares and no claim has been made by any Person to be entitled to any of the Sale Shares. The Seller acknowledges that upon registration of the Sale Shares in the name of the Purchaser forthwith after execution of this Agreement, the Purchaser shall acquire a good and marketable title to the Sale Shares to the exclusion of the Seller and notwithstanding the fact that timeline for payment of the consideration for the Sale Shares is no later than December 10, 2016, as agreed.
Ownership of Sale Shares. (a) The Sale Shares are legally and beneficially owned by the Vendor.
(b) There is no existing nor is there any arrangement or agreement to create any Encumbrance on or affecting Sale Shares and the Vendor has the right to transfer to the Purchaser and will on Completion transfer the legal and beneficial title to the Sale Shares free from all Encumbrances.
(c) The Sale Shares were allotted and issued as fully paid, or credited as fully paid in accordance with the memorandum and articles of association of the Company and in compliance with all relevant laws of the jurisdiction in which it is incorporated.
Ownership of Sale Shares. (a) The Sellers are the sole record and beneficial owner of, and have good and valid title to, the Sale Shares;
(b) the Sellers have the full and unrestricted right, power and authority to validly sell, assign, transfer, convey and deliver and will on Closing be legally and beneficially entitled to transfer the Sale Shares to the Purchaser under this Agreement;
(c) such Sale Shares are and will on Closing be free and clear from any Encumbrances whatsoever;
(d) except for the Sale Shares and any rights set forth in the Shareholders’ Agreement and the Constitution, neither FWE nor RJG nor any of their respective affiliates are holders of shares of the Company or holders of any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time securities of the Company, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, securities of the Company; and
(e) such Sale Shares have been properly and validly issued and allotted and are each fully paid or credited as fully paid.
Ownership of Sale Shares. The Seller is the sole record and beneficial owner of the Sale Shares and has good and marketable title to the Sale Shares. Upon consummation of the purchase contemplated herein, Purchaser will acquire good and marketable title to the applicable Sale Shares free and clear of any Lien, other than as may be set forth in the Company’s Articles or under Law.
Ownership of Sale Shares the Vendor is the beneficial owner of the Sale Shares and the Sale Shares are held in CCASS as at the date of this Agreement;
Ownership of Sale Shares. (a) Seller is and will be on the Closing Date the record and beneficial owner and holder of the Sale Shares, free and clear of all Encumbrances. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Sale Shares.
(b) The transfer of ownership by Seller to Purchasers of the Sale Shares pursuant to this Agreement and the Company updating the share registry of the Company with Tadawul in respect of the Sale Shares will transfer to Purchasers good and valid title to such Sale Shares, free and clear of all Encumbrances.
Ownership of Sale Shares. The Seller will be, upon the completion of the Specified Restructuring Step described in Section 2.3(a)(i), the record and beneficial owner of the Buyer Sale Shares, free and clear of all Encumbrances. The New WFOE Holdco will be, upon the completion of the Specified Restructuring Step described in Section 2.3(a)(ii), the record and beneficial owner of the HK Buyer Sale Shares, free and clear of all Encumbrances. Upon the occurrence of the Offshore Sale Toggle Event, the Seller will be the record and beneficial owner of the Buyer Sale Shares and the HK Buyer Sale Shares, free and clear of all Encumbrances.
Ownership of Sale Shares. As of the date immediately preceding the Relevant Date, the Seller was the record and beneficial owner of the Buyer Sale Shares, free and clear of all Encumbrances. The New WFOE Holdco is the record and beneficial owner of the HK Buyer Sale Shares, free and clear of all Encumbrances.
Ownership of Sale Shares. 20 3.3 Loans owing to or by Vendor.................................. 20
Ownership of Sale Shares. Each of the Vendors is the registered and sole beneficial owner of the number of Sale Shares set out against his or her name in Schedule 1 free from any Encumbrances.