Ownership of the Purchased Shares. The Seller Parties are the sole record and Beneficial Owners of, and collectively own all right, title and interest (legal and beneficial) in and to, the Purchased Shares, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws). Upon the transfer of the Purchased Shares to the Purchaser and payment by the Purchaser of the Purchase Price in accordance with this Agreement, the Purchaser will acquire good and valid title to the Purchased Shares, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws). Except as set forth on Schedule C attached hereto, the Purchased Shares constitute all of the shares of Common Stock and other securities convertible into, exchangeable or exercisable for shares of Common Stock held by the Seller Parties. Other than (x) the Voting and Support Agreements and (y) the Note Documents (as defined in the Securities Purchase and Assignment Agreement), there exists no other agreement, arrangement or understanding by and among the Company or any of its Affiliates, on the one hand, and any of the Seller Parties or their respective Affiliates, on the other hand, with respect to the Purchased Shares.
Ownership of the Purchased Shares. Such Seller owns beneficially and of record, and has good and marketable title to, his respective Purchased Company Shares, free and clear of any lien, charge, mortgage, pledge, easement, encumbrance, security interest, matrimonial or community interest, tenancy by the entirety claim, adverse claim, or any other title defect or restriction of any kind (collectively, “Encumbrances”).
Ownership of the Purchased Shares. (a) The Seller will sell such number of Ordinary Shares such that, together with the other Seller, the full number of Purchased Shares will be available to be sold to the Purchaser, in accordance with Schedule A. The Seller has good, valid and marketable title to, owns of record and beneficially, and is entitled to sell, assign, transfer and deliver to the Purchaser the Seller’s Purchased Shares, on the terms of this Agreement without the consent of any person; provided, however, that if the Seller intends to exercise or convert currently exercisable or convertible securities of the Company in order to acquire some or all of the Purchased Shares to be sold by the Seller, the Seller (i) has good, valid and marketable title to such exercisable or convertible securities, with the current and valid right to exercise or convert such exercisable or convertible securities, (ii) will exercise or convert such exercisable or convertible securities prior to or in connection with the Closing in order to have Seller’s Purchased Shares readily available for Closing, and (iii) at Closing, shall have good, valid and marketable title to, own of record and beneficially, and be entitled to sell, assign, transfer and deliver to the Purchaser the Purchased Shares acquired upon such exercise or conversion, on the terms of this Agreement without the consent of any person. Upon consummation of the transactions contemplated herein, at the Closing, the Purchaser will be vested with good and marketable title in and to the Purchased Shares, free and clear of all Liens (except for any Liens that are created by or imposed thereon by the Purchaser).
(b) The Seller is not party to any commitments, arrangements, rights or agreements providing for the repurchase, redemption or other acquisition of the Purchased Shares, or voting agreements, shareholders agreements, management agreements, pledge agreements, buy-sell agreements, proxies or similar agreements or understandings with respect to the Seller’s Purchased Shares or which restrict or grant any right, preference or privilege with respect to such Purchased Shares, except for any agreements or understandings that will be terminated or cancelled in full as of or prior to the Closing.
Ownership of the Purchased Shares. Schedule A accurately and correctly sets out the Purchased Shares owned by such Seller. All of the Purchased Shares specified as owned by such Seller =are free and clear of any Encumbrances and represent the entire interest of such Seller in the Company, and such Seller has no other interest in the Company, contingent or otherwise.
Ownership of the Purchased Shares. Seller is the legal and beneficial owner of the Purchased Shares, free and clear of all liens, encumbrances, claims, pledges, security interests and other charges of every kind with full right, power and authority to transfer the Purchased Shares to the Purchaser. No other individual or entity has any right to purchase, receive, acquire, control the right to vote, or receive the economic benefit of the Purchased Shares.
Ownership of the Purchased Shares. Schedule A accurately and correctly sets out the Purchased Shares which will be owned by each Seller immediately prior to the Closing. All of the Purchased Shares to be owned by such Seller are free and clear of any Encumbrances. The Purchased Shares will represent the entire interest of such Seller in the Company, as the case may be, and Seller has no other interest in the Company, as the case may be, contingent or otherwise.
Ownership of the Purchased Shares. The Seller is the legal and beneficial owner of the Purchased Shares, free and clear of any liens, charges, judgments, security interests, encumbrances, debt, limitations or restrictions (including, but not limited to, any restriction on the right to vote, sell or otherwise dispose of the Purchased Shares, any mortgage, pledge, charge, title retention, right to acquire, hypothecation, option, right of first offer, tag along or right of first refusal), rights, claims, options to purchase, proxies, voting trusts and other voting agreements, calls and commitments of any kind, or third party rights of any kind, (collectively, “Liens”), other than as set forth in Company’s Corporate Documents and will transfer and deliver to the Purchaser at the Closing valid title to the Purchased Shares free and clear of any Liens, other than as set forth in Company’s Corporate Documents. Immediately following the Closing, the Purchaser shall be the sole owner of the Purchased Shares free and clear of all Liens, other than any future restrictions on the sale and transfer of the Purchased Shares set forth in the Company’s Corporate Documents (it being clarified that the Company’s Corporate Documents do not restrict the sale and transfer of the Purchased Shares to the Purchaser as contemplated under this Agreement, except such aforementioned restrictions which have been complied with or waived in writing by the beneficiaries thereof).
Ownership of the Purchased Shares. Schedule C accurately and correctly sets out the Purchased Shares owned by each Seller. All of the Purchased Shares are owned by Sellers and are free and clear of any Encumbrances. The Purchased Shares represent the entire interest of Sellers in the Company, and Sellers have no other interest in the Company, contingent or otherwise.
Ownership of the Purchased Shares. (a) The Company is the lawful owner, beneficially and of record, of the ACT Thailand Shares, free and clear of all Liens except as set forth on Schedule 6.8(a). The delivery to Purchaser of the ACT-Thailand Shares pursuant to this Agreement will transfer to Purchaser good and valid title to the ACT-Thailand Shares free and clear of all Liens.
(b) The Company is the lawful owner, beneficially and of record, of the ACT-UK Shares, free and clear of all Liens except as set forth on Schedule 6.8(b). The delivery to Purchaser of the ACT-UK Shares pursuant to this Agreement will transfer to Purchaser good and valid title to all of the issued and outstanding share capital of ACT-UK, free and clear of all Liens.
Ownership of the Purchased Shares. The Seller owns the Purchased Shares beneficially and of record, free and clear of any liens, claims or encumbrances (collectively, "Encumbrances"). The Seller has not entered into any agreement, arrangement or other understanding (i) granting any option, warrant or right of first refusal with respect to the Purchased Shares, (ii) restricting the Seller's right to sell the Purchased Shares to the Purchaser, or (iii) restricting any other of its rights with respect to the Purchased Shares. The Seller has the absolute and unrestricted right, power and capacity to sell, assign and transfer the Purchased Shares to the Purchaser free and clear of any Encumbrances. Upon payment in full of the Purchase Price, the Purchaser will acquire good, valid and marketable title to the Purchased Shares, free and clear of any Encumbrances. Except as specifically set forth in this Agreement, the Seller has not entered into any agreement, arrangement or understanding (written or oral) of any nature with respect to the transactions contemplated hereby, including, without limitation, any agreement or understanding (written or oral) with the Company or any of its stockholders to purchase or otherwise receive the Purchased Shares. The Purchased Shares are transferable from the Seller to the Purchaser, without any restrictions other than any applicable transfer restrictions under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities laws.
