Common use of Ownership of the Sale Securities Clause in Contracts

Ownership of the Sale Securities. a) The title to the Sale Securities held by the Promoter in the Company is absolute, clear of all Encumbrances and valid. b) The Promoter is the legal and beneficial owner of the Sale Securities. c) The Sale Securities, including any Sale Securities that have been acquired by the Promoter through transfers or transmissions, are duly stamped and approved in accordance with the provisions of the Articles and provisions of the Act and regulations framed thereunder. d) There is no Encumbrance on, over or affecting any of the Sale Securities, nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing. e) Upon delivery to the Purchaser at each CCD Closing of certificates representing the Sale Securities, along with transfer forms in relation to such Sale Securities, and passing of resolutions of the Company’s Board and upon receipt by the Promoter of the amounts payable at the Closing, good and valid title to such Sale Securities will pass to the Purchaser, free and clear of all Encumbrances.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Elbit Imaging LTD), Securities Purchase Agreement (Elbit Imaging LTD)

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Ownership of the Sale Securities. a) The title to the Sale Securities held by the Promoter in the Company is absolute, clear of all Encumbrances and valid. b) The Promoter is the isthe legal and beneficial owner of the Sale Securities. c) The Sale Securities, including any Sale Securities that have been acquired by the Promoter through transfers or transmissions, are duly stamped and approved in accordance with the provisions of the Articles and provisions of the Act and regulations framed thereunder. d) There is no Encumbrance on, over or affecting any of the Sale Securities, nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing. e) Upon delivery to the Purchaser at each CCD Closing of certificates representing the Sale Securities, along with transfer forms in relation to such Sale Securities, and passing of resolutions of the Company’s Board and upon receipt by the Promoter of the amounts payable at the Closing, good and valid title to such Sale Securities will pass to the Purchaser, free and clear of all Encumbrances.. SCHEDULE 2 DESCRIPTION OF SALE SECURITIES PART A - TERMS OF THE SERIES A CCDs

Appears in 1 contract

Samples: Securities Purchase Agreement

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Ownership of the Sale Securities. a) The title to the Sale Securities held by the Promoter in the Company is absolute, clear of all Encumbrances and valid. b) The Promoter is the isthe legal and beneficial owner of the Sale Securities. c) The Sale Securities, including any Sale Securities that have been acquired by the Promoter through transfers or transmissions, are duly stamped and approved in accordance with the provisions of the Articles and provisions of the Act and regulations framed thereunder. d) There is no Encumbrance on, over or affecting any of the Sale Securities, nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing. e) Upon delivery to the Purchaser at each CCD Closing of certificates representing the Sale Securities, along with transfer forms in relation to such Sale Securities, and passing of resolutions of the Company’s Board and upon receipt by the Promoter of the amounts payable at the Closing, good and valid title to such Sale Securities will pass to the Purchaser, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Amendment Agreement (Elbit Imaging LTD)

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