OWNERSHIP OF SHARES AND SUBSIDIARY SHARES. (a) Each Seller is, and will be, immediately prior to the Closing, the record and beneficial owner of the number Shares and Subsidiary Shares set forth opposite to its name in Exhibit A. Such Shares and Subsidiary Shares shall be delivered to the Buyer or its designee (in the proportions set forth in Exhibit A) at the Closing free and clear of all pledges, security interests, put or call options, liens, encumbrances and claims or rights of every kind therein or thereto, and the delivery of such Shares and Subsidiary Shares by such Seller to the Buyer pursuant to this Agreement shall transfer lawful, valid, marketable and indefeasible title thereto to the Buyer. Such Seller has not entered into any contract or agreement, other than this Agreement, to sell or otherwise transfer any such Shares and Subsidiary Shares or grant any subscription, conversion, exchange or issuance of warrants, rights or interests therein to any other party. All legal and other steps necessary for such Seller to transfer and deliver such Shares of Subsidiary Shares to the Buyer and perform its obligations hereunder pursuant to all applicable jurisdictions have been, or will have been, taken as of the Closing.
OWNERSHIP OF SHARES AND SUBSIDIARY SHARES. The recital clauses of this Agreement set forth the authorized, issued and outstanding capital stock of the Companies, and also sets forth that number of shares of the capital stock of the Companies owned of record by Seller or HFI, as appropriate. Seller is the sole record and beneficial owner of all of the Shares and HFI is the sole record and beneficial owner of all of the Subsidiary Shares, in each case free and clear of any and all Liens. All the Shares are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding securities convertible into the shares of, or rights to subscribe for or to purchase, or any options for the purchase of, or any agreements or arrangements providing for the issuance (contingent or otherwise) of, or, to the knowledge of Seller, HTHF and Parent, any Actions relating to, the capital stock of the Companies. None of the Shares or the Subsidiary Shares has been issued, offered, sold, registered or recorded in violation of the preemptive or other rights of any past or present shareholder of the relevant Company or any other Person. None of the Companies has any interest, direct or indirect, or any commitment to purchase or otherwise acquire any shares or other equity interests, direct or indirect, in, or to make any loans to or other investments in, any other Person. There are no outstanding contracts, demands, commitments, or other agreements or arrangements under which Seller is or may become obligated to sell, transfer or assign any of the Shares or under which HFI is or may become obligated to sell transfer or assign any of the Subsidiary Shares.
