Ownership of the Sale Shares. Each of the Sellers is the registered and sole beneficial owner of the number of Sale Shares set out against his name in Schedule 1 and has the right to transfer entire legal and beneficial title to those Sale Shares free from any Encumbrances in accordance with the terms of this Agreement.
Ownership of the Sale Shares. (1) The Seller is the sole legal and beneficial owner of the Sale Shares. The Sale Shares constitute the entire issued share capital of the Company.
(2) The Seller is entitled to sell and procure the transfer of the full legal and beneficial ownership in the Sale Shares free from any encumbrance, equity or third party right of any kind or nature whatsoever, from any agreement or contract to grant the same and from any claim to any of the same.
(3) The Sale Shares are fully paid up or credited as fully paid up and constitute the whole of the issued and allotted share capital owned by the Seller in the Company.
(4) No agreement or contract has been entered into which requires or may require the Company to allot or issue any share or loan capital and the Company has not allotted or issued any securities which are convertible into share or loan capital and there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Sale Shares.
Ownership of the Sale Shares. The Vendors are the registered and beneficial owners of the Sale Shares free from encumbrances.
Ownership of the Sale Shares. The Vendor is the legal owner of the Sale Shares and upon delivery of and payment for the Sale Shares in accordance with the provisions of this Agreement, the Vendor shall transfer to the Company with full title guarantee to such Sale Shares, free and clear of all security interests, liens, pledges, claims, charges, escrows, encumbrances, options, rights of first refusal, rights of pre-emption, mortgages, indentures or easements of any type ("ENCUMBRANCE"). Other than the Sale Shares (which are fully paid) the Vendor does not own any of the share capital of the Company. From the date hereof until the date of termination of this Agreement, Vendor shall not, without specific instruction from Xxxxx Xxxxxxx to do so, sell, transfer, pledge, hypothecate, or otherwise dispose of any of the Sale Shares or any interest in or portion thereof, or any rights appurtenant thereto.
Ownership of the Sale Shares. (a) The Seller is the sole legal record owner of the Sale Shares. The Seller has good title to the Sale Shares free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (“Lien”), other than any transfer restrictions imposed by federal and state securities Laws of the United States of America, and the Sale Shares are fully paid and non-assessable. The Seller will transfer and deliver to the Purchaser at the Closing good title to the Sale Shares free and clear of any Lien, other than any Lien created by or resulting from the debts, liabilities or actions of the Purchaser, and the Sale Shares shall be fully paid and non-assessable.
(b) There are no (i) preemptive or other outstanding rights, options, warrants, conversion rights, share appreciation rights, redemption rights, repurchase rights or commitments of any character (A) under which the Seller is or may become obligated to sell, or (B) which give any natural person, corporation, company, partnership (general or limited), limited liability company, trust or other entity (a “Person”) a right to acquire, or in any way dispose of, any of the Sale Shares or any securities or obligations exercisable or exchangeable for, or convertible into, the Sale Shares, or (ii) “tag-along”, “drag-along” or similar rights with respect to the Sale Shares. Except for this Agreement, the shareholders agreement, dated as of June 21, 2016, by and between the Seller and the Purchaser and the investors rights agreement, dated as of November 4, 2013, by and among the Company, the Seller and certain minority shareholders listed therein, the Seller is not a party to any voting trusts, proxies, or other shareholder or similar agreements or understandings with respect to the voting, purchase, repurchase or transfer of the Sale Shares.
Ownership of the Sale Shares. The Seller is the sole and beneficial owner of and has good title to all of the Sale Shares. All of the Sale Shares are validly issued, fully paid and are free and clear of any Encumbrances (except for, and subject to, the Permitted Encumbrances). Immediately after the Closing, the Buyer will have good title to all of the Sale Shares and all rights attached or accruing thereto, free and clear of any Encumbrances (except for, and subject to, the Permitted Encumbrances and Encumbrances created by the Buyer or resulting from the Buyer’s ownership of the Sale Shares).
Ownership of the Sale Shares. (A) The Sale Shares constitutes the entire issued and allotted share capital of the Company.
(B) No person is entitled or has claimed to be entitled to require any Company to issue any share or loan capital either now or at any future date whether contingently or not.
(C) There is no option, right of pre-emption, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of the Sale Interest, or any shares in the capital of AIS 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.
(D) The Seller is entitled to sell and procure the transfer of the full legal and beneficial ownership in the Sale Shares to Purchaser on the terms set out in this Agreement.
Ownership of the Sale Shares. 1.1.1 The Action King Sale Shares and the Trilogic Sale Shares constitute approximately 70% and 30% respectively of the total issued share capital of 3GUU as of the date of this Agreement.
1.1.2 No person is entitled or has any claim to be entitled to require any Group Company to issue any share or loan capital either now or at any future date whether contingently or not.
1.1.3 Save as Xxxxx Xxxxx and Xxxxxxxx Sin who each holds 0.305% share options in 3GUU, there is no option, right of pre-emption, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of the Action King Sale Shares and the Trilogic Sale Shares or any shares in the share capital of a Subsidiary, and no person has claim to be entitled to any of the foregoing.
1.1.4 Both Action King and Trilogic are entitled to sell and procure the transfer of the full legal and beneficial ownership in the Action King Sale Shares and the Trilogic Sale Shares respectively to the Company on the terms set out in this Agreement.
Ownership of the Sale Shares. Seller is the sole valid legal and beneficial owner of the Sale Shares and will be as of immediately prior to the Closing the sole valid legal and beneficial owner of the Sale Shares, in each case free and clear of any Lien other than Liens imposed by applicable securities laws and the Transaction Documents, and will transfer and deliver to Buyer at the Closing the Sale Shares free and clear of any Lien other than Liens imposed by applicable securities laws and the Transaction Documents. The Sale Shares have been duly authorized and validly issued and are fully paid up. Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other agreement (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Sale Shares.
Ownership of the Sale Shares. The Seller has good and valid title to, and owns all right, title and interest (legal and beneficial) in the Sale Shares being transferred by it pursuant to this Agreement, free and clear of all Encumbrances.
