Ownership of the Repurchased Shares Sample Clauses

Ownership of the Repurchased Shares. The Selling Shareholder will be the sole legal and beneficial owner of the Repurchased Shares at the Closing. The Repurchased Shares are free and clear from any and all Liens and restrictions on transfer (except for any restrictions on transfer under applicable securities Laws or the SHA). The sale and delivery of the Repurchased Shares to the Company pursuant to the terms hereof will vest in the Company legal and valid title to the Repurchased Shares free and clear from all Liens.
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Ownership of the Repurchased Shares. Seller is the lawful record and beneficial owner of, and has good and marketable title to, the Repurchased Shares. The Repurchased Shares are owned by Seller free and clear of all liens, encumbrances, security interests, equities, claims, options, licenses, charges and assessments, and are subject to no restrictions with respect to transferability by Seller to the Company except compliance with applicable securities laws. Pursuant to this Agreement, Seller shall convey to the Company good and marketable title in and to the Repurchased Shares.
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Ownership of the Repurchased Shares. Such Repurchased Mrfresh Shareholder owns, beneficially and of record, good and marketable title to the Repurchased Shares set forth opposite such Repurchased Mrfresh Shareholder’s name under Column I of Table A in Schedule I attached hereto, free and clear of all security interests, liens, adverse claims, actions, suits, proceedings, orders, investigations, encumbrances, equities, proxies, options or shareholders’ agreements. Such Repurchased Mrfresh Shareholder represents that such person has no right or claims whatsoever to any shares of capital stock of Mrfresh Cayman, other than shares listed across such Repurchased Mrfresh Shareholder under Column I of Table A in Schedule I and does not have any options, warrants or any other instruments entitling such Repurchased Mrfresh Shareholder to exercise to purchase or convert into shares of capital stock of Mrfresh Cayman. Such Repurchased Mrfresh Shareholder has full right, power and authority to sell, transfer, dispose and deliver the Repurchased Shares, and at the Closing, such Repurchased Mrfresh Shareholder will convey to Mrfresh Cayman good and marketable title to the Repurchased Shares, free and clear of any security interests, liens, adverse claims, actions, suits, proceedings, orders, investigations, encumbrances, equities, proxies, options, shareholders’ agreements or restrictions.
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Ownership of the Repurchased Shares. (a) The Seller is and shall be on the Closing Date the sole record and beneficial owner and holder of, and has good and valid title to, the Repurchased Shares free and clear of any Liens (other than Liens in favor of the Company or created by or on behalf of the Company). The sale and delivery of the Repurchased Shares as contemplated by this Agreement are not subject to any preemptive right, right of first refusal or other right or restriction other than those contemplated under the Investor Rights Agreement, and neither the Seller nor Mx. Xx is a party to any voting trust, proxy or other Contract with respect to the voting or transfer of the Repurchased Shares and the underlying Shares that will survive the Closing Date. Upon the delivery of the Repurchased Shares pursuant to Section 2.1, the Company will acquire good and valid title to the Repurchased Shares free and clear of any Liens (other than Liens in favor of the Company or created by or on behalf of the Company).
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Related to Ownership of the Repurchased Shares

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

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