Ownership of Seller's Shares. Each Seller is the sole and exclusive record and beneficial owner of that number of the Sellers Shares as is set forth opposite his name in Section 1.1 of this Agreement. The Sellers possess good and merchantable title to the Sellers Shares, and own the Sellers Shares free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. The Sellers have the absolute and unconditional right to sell, assign, transfer and deliver the Sellers Shares to the Purchaser in accordance with the terms of this Agreement.
Ownership of Seller's Shares. The Seller is the record and beneficial owner of all of the Seller's Shares, except to the extent a portion of the Seller's Shares (i) is held by the Trustee under the Investor Trust Agreement or (ii) has been transferred pursuant to the terms hereof. On the Closing Date, the Seller will own the Seller's Shares free and clear of all liens and encumbrances that would 483742.01-New York S4A 17 prohibit the sale thereof. On each of the Subsequent Closing Dates, CEMEX (or its nominee or designee) will acquire good and marketable title to the Number of Shares purchased by it on such date free and clear of all liens and encumbrances.
Ownership of Seller's Shares. Seller is the sole and exclusive record and beneficial owner of registered owner of Three Million Eight Hundred Twenty Five Thousand (3,825,000) shares (the "Stock") of the Company, representing 50.96% of outstanding Common Stock of the Company. The Seller possesses good and merchantable title to the Stock and owns the Stock free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. The Seller has the absolute and unconditional right to sell, assign, transfer and deliver the Stock to the Purchaser in accordance with the terms of this Agreement.
Ownership of Seller's Shares. For the avoidance of doubt, CEMEX and the Seller acknowledge and agree that pursuant to Section 4.1(a) of the Amended Shareholders Agreement, notwithstanding the delivery of the Seller's Shares to the Escrow Agent as contemplated by the Transaction Documents, the Seller shall be deemed to "own" the Seller's Shares held by the Escrow Agent for purposes of Section 4.1(a) of the Amended Shareholders Agreement; provided, that the Seller shall not be deemed to "own" any Seller's Shares transferred to CEMEX (or its nominee or designee) on a Subsequent Closing Date.
Ownership of Seller's Shares. The Seller's Shares are free and clear of any and all security interests, agreements, restrictions, claims, liens claims, pledges and encumbrances of any nature or kind. The Company has the absolute and unconditional right to issue , sell, assign, and transfer Seller's Shares in accordance with the terms and conditions of this Agreement. Further, Seller has the absolute right to cancel the shares being returned to the Company under the Rescission Agreement by the CPGP Group. Both the Company and the Purchasers have relied on the representations of the CPGP Group in entering into this Agreement.
Ownership of Seller's Shares. Xxxxxxx, Xxxxxx and Xxxxx are the sole and exclusive record and beneficial owners of all of the outstanding shares of capital stock of FOT. Xxxxxxx, Xxxxxx and Xxxxx have the absolute and unconditional right to sell, assign, transfer and deliver the Assets to the Buyer in accordance with the terms of this Agreement.
Ownership of Seller's Shares. The Sellers have good and marketable title to the membership interests of Shift Resources, and Shift Resources has good and marketable title to the common stock of Shift Resources Philippines free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, security interests, options and adverse claims or rights whatsoever, except as noted on Shift Resources Disclosure Schedule. Upon consummation of the purchase contemplated hereby, the Company will acquire from the Sellers good and marketable title to the Shift Resources membership interests and the common stock of Shift Resources Philippines, free and clear of all covenants, conditions, restrictions, voting trust arrangements, security interests, options and adverse claims or rights whatsoever except as note on the Shift Resources Disclosure Schedule.
Ownership of Seller's Shares. Each Seller is the sole and exclusive record and beneficial owner of that number of the Sellers' shares as is set forth opposite his name in Section 1.1. hereof, subject to the provisions of a Shareholder's Agreement by and among the Sellers and the Company. The Sellers possess good title to the Sellers' Shares, and own the Sellers' Shares free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. Subject to the Shareholder's Agreement, the Sellers have the absolute and unconditional right to sell, assign, transfer and deliver the Sellers' Shares to the Purchaser in accordance with the terms of this Agreement.
Ownership of Seller's Shares. Such Seller is the sole and exclusive record and beneficial owner of that number of the Seller's Shares as is set forth
Ownership of Seller's Shares. Soxxxx xs the sole record and beneficial owner all of the outstanding shares of the Seller's securities (the "Seller's Shares"). The Seller's Shares are owned by Soxxxx xree and clear of all Liens, and have not been sold, pledged, assigned or otherwise transferred. There are no outstanding proxies, shareholder agreements, subscriptions, rights, options, warrants or other agreements obligating Soxxxx xo sell or transfer to any third person any of the Seller's Shares or any interest therein, or granting any party any voting rights over the Seller's Shares.
