Ownership of the Subject Shares. Seller is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all the Subject Shares and has good and marketable title to all the Subject Shares free and clear of any encumbrances, liens, charges, levies, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (x) this Agreement, (y) the Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between Seller and the Company or (z) any applicable restrictions on transfer under the Securities Act of 1933, as amended, or any state securities Law. Upon the Closing, the Company (or its designee) will own the Subject Shares, free and clear of all Encumbrances.
Appears in 8 contracts
Samples: Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp)
