Ownership of the Transferred Shares Sample Clauses

Ownership of the Transferred Shares. Seller is the owner of the Transferred Shares and holds valid title to the Transferred Shares, free and clear of any Encumbrances. Except for this Agreement and the transactions contemplated hereby, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which Seller is a party or by which any of its assets are bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of the Transferred Shares. Seller has the full and exclusive power, right and authority to vote the Transferred Shares, and, except as set forth in Schedule 4.4, is not a party to or bound by any agreement affecting or relating to its right to vote the Transferred Shares. Upon consummation of the transactions contemplated hereby, Purchaser will own the Transferred Shares free and clear of all Encumbrances.
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Ownership of the Transferred Shares. The authorized capital stock of the Company consists solely of 1000 shares of common stock, par value $1.00 per share, of which 100 shares are issued and outstanding. The Transferred Shares comprise all of the issued and outstanding capital stock of the Company. As of the date hereof and immediately prior to the Closing, IntermediateCo is the sole owner of the Transferred Shares, and as of the Closing Date IntermediateCo will own the entire Transferred Shares free and clear of all options, warrants, proxies, voting trusts, voting agreements, Governmental Orders, escrows, rights of first refusal or first offer, Liens, transfer restrictions and other encumbrances, except for any transfer restrictions imposed by applicable Laws. Other than the Transferred Shares, neither URI nor IntermediateCo, nor any of their Affiliates, owns any other equity interests in, or any other equity security of, the Company, or any warrant, purchase right, subscription right, conversion right, exchange right, contingent right to receive or other right of any kind with respect to any such equity security. Neither URI nor IntermediateCo, nor any of their Affiliates, is a party to any contracts obligating URI or IntermediateCo to grant, deliver or sell, or cause to be granted, delivered or sold, the Transferred Shares, by sale, lease, license, or otherwise, other than this Agreement. Except as set forth above, there are no other authorized, issued or outstanding shares of capital stock of the Company. All of the Transferred Shares have been validly issued, are fully paid and non-assessable, and have not been issued in violation of any pre-emptive or similar rights or applicable Law. There is no option, warrant, call, subscription, convertible security, right (including pre-emptive right) or contract of any character to which the Company is a party or by which it is bound obligating the Company to issue, exchange, transfer, sell, repurchase, redeem or otherwise acquire any capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, call, subscription, convertible security, right or contract. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. There are no registration rights agreements, no voting trust, proxy or other contract and, except for this Agreement and under applicable securities Laws, no restrictions on transfer with respect to an...
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Ownership of the Transferred Shares. 1.2.1 The Company is duly incorporated and validly existing under the PRC laws of incorporation. The Vendors are the legal holders of their respective shares in the Company which in aggregate represent 100% of the entire share capital of the Company and are entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of their respective shares on the terms of this Agreement without the consent of any third party. 1.2.2 As at Completion there will be no claims, charges, liens, equities, security, guaranty, pledge, mortgage, trust or encumbrances on the shares or assets of the Company, except for the arrangement acknowledged and consented by the Purchaser. 1.2.3 The Transferred Shares are fully paid up.
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Ownership of the Transferred Shares. Each Seller shall be, on the Closing Date, the sole lawful owner of the number of Transferred Shares, or as the case may be the Unexercised BSPCE, indicated opposite its/her/his name in Schedule B, that are validly issued and fully paid-up, free and clear of any Encumbrances and not subject to any proceedings concerning the title of such Seller thereto.
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Ownership of the Transferred Shares and the Transferred Warrants. Sellers are the lawful record and beneficial owner of the Transferred Shares and the Transferred Warrants, own their respective Transferred Shares and the Transferred Warrants free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement, the Shareholder Agreement and other Organizational Documents of GPSI, the December 29 Warrant and restrictions on transfer under federal and state securities laws. Upon the delivery of their respective Transferred Shares and the Transferred Warrants by Sellers to Purchaser, in the manner contemplated by Section 2.1(b) and (c), as applicable, Purchaser will acquire the beneficial and legal title to the Transferred Shares and the Transferred Warrants so delivered, free and clear of all Encumbrances except for Encumbrances created by this Agreement and other Organizational Documents of GPSI, the newly issued warrants and restrictions on transfer under federal and state securities laws, or Encumbrances created by Purchaser.
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Ownership of the Transferred Shares. 1.2.1 The Company is duly incorporated and validly existing under the PRC laws of incorporation. The Vendors are the legal holders of their respective shares in the Company which in aggregate represent 100% of the entire share capital of the Company and are entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of their respective shares on the terms of this Agreement without the consent of any third party (subject to the rights of SCL to acquire 25% of the share capital from the Vendors pursuant to an existing Equity Interest Transfer Agreement dated as of the date hereof). 1.2.2 As at Completion there will be no claims, charges, liens, equities, security, guaranty, pledge, mortgage, trust or encumbrances on the shares or assets of the Company, except for the arrangement acknowledged and consented by the Purchaser. 1.2.3 The Transferred Shares are fully paid up.
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Ownership of the Transferred Shares. (a) Each of the Sellers is the record and beneficial owner of the number and type of Transferred Shares indicated opposite its or his respective name on Schedule A annexed hereto and has good and marketable title to the Transferred Shares, free and clear of all Liens, other than the restrictions imposed by the Stockholders' Agreement, and neither CW, SA nor DW nor its or his respective affiliates have any interest, directly or indirectly, in any shares of capital stock, or other equity in the Company, or have any other interest in any tangible or intangible property which the Company uses or has used in the business conducted by the Company or otherwise, or have any outstanding indebtedness to or from the Company. Upon consummation of the transactions contemplated by this Agreement and payment of the Purchase Price, (i) the Buyer shall be the lawful record and beneficial owner of the Transferred Shares, including the Class A Common Stock issuable upon conversion or exercise of the Transferred Shares in accordance with its respective terms, free and clear of all Liens, other than the restrictions imposed by the Stockholders' Agreement (except for the right of first refusal pursuant to Section 4.3 thereof (the "Right of First Refusal") as such right pertains to this Agreement), and (ii) the Transferred Shares, including the Class A Common Stock issuable upon conversion or exercise of the Transferred Shares in accordance with its respective terms, have been paid for by the Sellers and the Sellers have received an opinion of the Company's counsel that the shares of the Series A Stock were fully paid and nonassessable. Other than the Stockholders' Agreement and as contemplated by this Agreement, there are no stockholders' agreements, voting trusts, proxies, or other agreements or understandings with respect to the Transferred Shares. (b) The Options and Warrants are transferable to the Buyer, and if the Options and Warrants are sold to the Buyer in accordance with this Agreement, the Buyer shall have all right, title and interest in the Options and the Warrants, including, without limitation, the right to exercise the Options and Warrants in accordance with their respective terms.
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Related to Ownership of the Transferred Shares

  • 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 the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

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