Ownership of Target Shares. Seller owns beneficially and has good, valid and marketable title to the Target Shares, free and clear of all Liens. Seller has the right, authority and power to sell, assign and transfer the Target Shares to Buyer. Upon the delivery of the Target Shares to Buyer, Buyer will acquire beneficial and legal title to the Target Shares, free and clear of all Liens.
Ownership of Target Shares. The Proposed acquirer shall have received certified copies of an excerpt from the shareholders register of the Company, held by the independent registrar or the central securities depository (as applicable), evidencing that the Seller is registered as the registered holder and legal and beneficial owner of the Target Shares. Deținerea Acțiunilor-țintă. Achizitorul potențial va primi copii certificate ale extrasului din Registrul acționarilor al Societății, ținut de către registratorul independent sau de Depozitarul central unic al valorilor mobiliare (după cum va fi aplicabil), care va atesta că Vînzătorul este înregistrat ca deținător și proprietar legal și efectiv al Acțiunilor-țintă.
Ownership of Target Shares. The Shareholder is, and, subject to any Transfer permitted pursuant to Section 2.2(a), will be continuously up until the Effective Time, the direct or indirect beneficial owner of the Target Shares, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever. The Shareholder does not own or have any interest in any securities of Target other than the Target Shares. The Shareholder is not a party to, bound or affected by or subject to, any charter or by-law, contract, agreement provision, statute, regulation, judgment, order, decree or law which would be violated, contravened, breached by, or under which any default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
Ownership of Target Shares. Seller holds of record and owns beneficially the Target Shares set forth opposite his, her, or its name in Schedule 1.1(pp) hereto, free and clear of any restrictions on transfer (other than any restrictions under applicable state or federal securities laws), Taxes, Liens, options, warrants, Purchase Rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, Purchase Right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any Target Shares. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target. Seller has the power, authority and legal capacity to sell, transfer, assign and deliver such Target Shares as provided in this Agreement, and such delivery will convey to the Company good and marketable title to such Target Shares, free and clear of all Liens. Upon the Closing, neither Seller nor any third party will have any rights whatsoever with respect to the Target Shares or to any other securities, or incidents of ownership, of or in the Target.
Ownership of Target Shares. The Target Shares being purchased hereunder by Purchaser are owned of record by the Stockholders listed on Schedule A or B as owning such Target Shares, free and clear of all Liens, and upon the Closings, as applicable, Purchaser shall receive good, valid and marketable title to the Target Shares being acquired hereunder, free and clear of all Liens. No Stockholder is a party to any voting agreements, irrevocable proxies, voting trusts, or other voting arrangements with respect to the Target Shares.
Ownership of Target Shares. Such Seller owns on the date hereof, free and clear of all liens or encumbrances, such number of the Target Shares as set forth in Schedule 1 hereto and it has the power and authority to sell, transfer, assign and deliver the Target Shares as provided in this Agreement except for the Lock-up Shares which are subject to the TSE selling restrictions and upon the release thereof from the TSCD, the Seller shall have the power and authority to sell, transfer, assign and deliver upon the Closing, and the transfer of the Target Shares to the Purchaser or its designated person at the Closing will convey to the Purchaser legal and beneficial title and ownership of the Target Shares, free and clear of any and all liens or encumbrances.
Ownership of Target Shares. The Seller owns on the date hereof, free and clear of all liens or encumbrances, such number of the Target Shares as set forth in Schedule 1 hereto and it has the power and authority to sell, transfer, assign and deliver the Target Shares as provided in this Agreement, and the transfer of the Target Shares to the Purchaser or its designated person at the Closing will convey to the Purchaser legal and beneficial title and ownership of the Target Shares, free and clear of any and all liens or encumbrances. BVI Holdco owns on the date hereof, free and clear of all liens or encumbrance and such number of the Common Shares of the Target Company as set forth in Schedule 1 hereto.
Ownership of Target Shares. The Investor shall have received certified copies of an excerpt from the shareholders register of the Company, held by the independent registrar or the central securities depository (as applicable), evidencing that the Seller is registered as the registered holder and legal and beneficial owner of the Target Shares.
Ownership of Target Shares. The issued and outstanding shares of ArrowVista common stock will on Closing consist of 1,500 shares of common stock, with no par value per share, the issued and outstanding shares of Xalles Delaware common stock will on Closing consist of 1,500 shares of common stock, USD $0.01 par value per share and the issued and outstanding shares of Xalles Singapore common stock will on Closing consist of 1,000 shares of common stock, SGD $1.00 par value per share, (being the Target Shares), which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares. The Target Shareholders will be at Closing the registered and beneficial owners of 100% of the Target Shares. The Target Shares owned by the Target Shareholders will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever;
Ownership of Target Shares. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Target Shareholders to Acquirer at the Closing will be sufficient to transfer each Target Shareholder's entire interest, legal and beneficial, in the Target Shares. Each Target Shareholder has full power and authority to convey good and marketable title to all of the Target Shares owned by such Target Shareholder as set forth on Schedule 1.1, and upon transfer to Acquirer of certificates evidencing the Target Shares, Acquirer will receive good and marketable title to such Target Shares, free and clear of any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer, including restrictions imposed by any governmental entity, of any nature whatsoever ("Encumbrances").
