Ownership of Transferred Shares. Seller has good and valid title to the Transferred Shares, free and clear of any Encumbrance other than applicable federal and state securities Law transfer restrictions, and upon consummation of the Transaction, Verizon will have good and valid title to such Transferred Shares, free and clear of any Encumbrance other than applicable federal and state securities Law transfer restrictions.
Ownership of Transferred Shares. Section 3.4 No Conflicts; Consents of Third Parties; Compliance with Laws..................... 6 Section 3.5 Broker's or Finder's Fees......................................................... 6
Ownership of Transferred Shares. The Stockholder is the sole record and beneficial owner, of, and owns, of record and beneficially, and has good, valid and indefeasible title to such Stockholder’s Transferred Shares and has the right to transfer to Monaker pursuant to this Agreement, the Transferred Shares held by such Stockholder, free and clear of any and all Liens. There are no options, rights, voting trusts, stockholder agreements or any other Contracts or understandings to which the Stockholder is a party or by which the Stockholder or the Transferred Shares held by such Stockholder are bound with respect to the issuance, sale, transfer, voting or registration of such Transferred Shares. Stockholder has sole managerial and dispositive authority with respect to the Transferred Shares held by such Stockholder and Stockholder has not granted any person a proxy or option to buy such Transferred Shares that has not expired or been validly withdrawn. At the Closing Date, Monaker will acquire good, valid and marketable title to the Transferred Shares held by such Stockholder free and clear of any and all Liens. Schedule 1.1 sets forth an accurate description of the Axion Shares held by each Stockholder.
Ownership of Transferred Shares. The Parent and the Seller are the beneficial owners of, and prior to and on the Closing Date the Seller will be the lawful record owner of, all of the Class AL Shares and the Existing Class A Shares, in each case free and clear of all Liens. Other than as specified in the preceding sentence, as of the date of this Agreement none of the Parent, the Seller or any Affiliate of the Parent owns any shares of capital stock of the Corporation. The Seller has full legal right, power and authority to sell, assign, transfer and convey the Transferred Shares pursuant to this Agreement. The delivery to the Purchaser of the Transferred Shares against payment therefor pursuant to this Agreement and of the Seller's Class A Shares pursuant to the Tender Offer against payment therefore will, in each case, transfer to the Purchaser on the Closing Date good and valid title thereto, free and clear of any Liens.
Ownership of Transferred Shares. (a) On the First Closing Date, the Sellers hold all of the rights conferring full ownership (pleine propriete) over the Pilot Expansion Shares, which are fully paid and free of any free of all encumbrances, charge, liens, security interest or other restrictions, limitations or third party rights whatsoever (hereinafter a "LIEN"). Consequently, (i) the Purchaser shall become the valid owner of the Pilot Expansion Shares, free of any Lien, as of the First Closing Date; and (ii) the Pilot Expansion Shares shall be validly sold on this same date and transferred to the Purchaser, who will then become the owner thereof, and this transfer shall be enforceable against third parties, subject to the filing with the clerk of the competent Commercial Court of two original copies of the deed of purchase set forth in Exhibit 8.8.
(b) From the First Closing Date until the Second Closing Date, the Sellers will hold all of the rights conferring full ownership (pleine propriete) over the shares comprising the Controlling Interest, which are fully paid and free of any Liens, with the exception of Liens created by this Agreement. Consequently, (i) the Purchaser shall become the valid owner of the Controlling Interest, free of any Liens, as of the Second Closing Date; and (ii) the Controlling Interest shall be validly sold on this same date and transferred to the Purchaser, who will then become the owner thereof, and this transfer shall be enforceable against third parties.
(c) Other than (i) the Pilot Expansion Shares and the shares transferred in connection with the transfer of the Controlling Interest; (ii) the Minority Holdings, which shall be transferred pursuant to the Minority Holdings Purchase Agreement; (iii) the Remaining Skis Rossignol Shares, which shall be transferred pursuant to the Purchase Agreement for the Remaining Skis Rossignol Shares; (iv) the Additional Transferred Shares, which shall be transferred pursuant to Article 2.9; (v) the shares of the Company, which are the subject of the SCA Shareholders' Agreement; and (vi) the shares of Roger Cleveland US, which are the subject of the RC Shareholders' Agrxxxxxx, xxx Xxxlers do not hold on the First Closing Date, and will not hold on the Second Closing Date, any direct or indirect equity interest in the Company, Skis Rossignol, or any of their respective Subsidiaries and, with the exception of rights arising from this Agreement and the Ancillary Agreements, they have no direct or indirect right against the Co...
Ownership of Transferred Shares. The Seller is the lawful record and beneficial owner of all of the Class AC Shares and the Existing Class A Shares, in each case free and clear of all Liens. Other than as specified in the preceding sentence, the Seller does not own any shares of capital stock of the Corporation. The Seller has full legal right, power and authority to sell, assign, transfer and convey the Transferred Shares pursuant to this Agreement. The Seller has sole power of disposition and sole power to agree to all of the matters set forth in this Agreement with respect to all of the Transferred Shares and all of the Seller's Class A Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. The delivery to the Purchaser of the Transferred Shares pursuant to this Agreement and of the Seller's Class A Shares pursuant to the Tender Offer will, in each case, transfer to the Purchaser on the Closing Date good and marketable title thereto, free and clear of any Liens. The Transferred Shares and the certificates representing the Transferred Shares and the Seller's Class A Shares are now, and at all times during the term hereof will be, held by the Seller or by a nominee or custodian for the benefit of the Seller, free and clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any Lien arising hereunder. The transfer by the Seller of the Transferred Shares to the Purchaser hereunder and the Seller's Class A Shares pursuant to the Tender Offer shall pass to and unconditionally vest in the Purchaser good and valid title to all the Transferred Shares and the Seller's Class A Shares, as the case may be, free and clear of all Liens.
Ownership of Transferred Shares. US Seller owns beneficially and of record 70,100 Transferred US Entity Common Shares and Canadian Seller owns beneficially and of record 1,000,000,000 Transferred Canadian Entity Common Shares, respectively, in each case free and clear of all Liens (other than restrictions on transfer under securities Laws). The 70,100 Transferred US Entity Common Shares constitute 100% of the issued and outstanding Equity Securities of the Transferred US Entity, and the 1,000,000,000 Transferred Canadian Entity Common Shares constitute 100% of the issued and outstanding Equity Securities of the Transferred Canadian Entity. At the Closing, Purchaser (or the applicable Purchaser Subsidiary) will obtain good and valid title to all such Transferred US Entity Common Shares and Transferred Canadian Entity Common Shares, free and clear of all Liens (other than restrictions on transfer under securities laws).
Ownership of Transferred Shares. Such Seller is the registered and beneficial owner of the Transferred Shares set forth under its name on Schedule I hereto, free and clear of any Lien (other than any restrictions on transfer under applicable securities laws or under any of the other Transaction Agreements), and will transfer and deliver to Leopard and Dragon at the Closing good and valid title to the Leopard Shares and the Dragon Shares, respectively, free and clear of any Lien (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements).
Ownership of Transferred Shares. The delivery of certificates to the Purchaser provided in Section 2.2 will result in the Purchaser's immediate acquisition of record and beneficial ownership of the Transferred Shares, free and clear of all Encumbrances subject to applicable State and Federal securities laws.
Ownership of Transferred Shares. (a) AST has an authorized capital stock consisting of 100,000,000 shares of AST Common Stock, of which 11,097,500 are issued and outstanding, and 20,000,000 shares of preferred stock, par value $.0001 per share, of which no shares are outstanding. All of the shares of AST's issued and outstanding capital stock have been validly issued, fully paid, are non-assessable, and were issued in compliance with applicable federal and state securities laws.
(b) Sub has an authorized capital stock consisting of 3,000 shares of Sub Common Stock, of which 100 are issued and outstanding. All of the shares of Sub's issued and outstanding capital stock have been validly issued, fully paid, are non-assessable, and were issued in compliance with applicable federal and state securities laws.
(c) Neither AST nor Sub has any outstanding subscriptions, options, preferred stock, rights, warrants, convertible securities or other agreements or commitments to issue, or contracts or any other agreements obligating such party to issue, or to transfer from treasury, any shares of its capital stock of any class or kind, or securities convertible into such stock or interests. No Persons who are now holders of AST's or Sub's capital stock, and no Persons who previously were holders of AST's or Sub's capital stock, are or ever were entitled to preemptive rights other than Persons who exercised or waived those rights.
(d) There is no outstanding vote, plan, pending proposal or right of any Person to cause any redemption of AST's or Sub's capital stock. Neither AST, Sub nor any of their respective Affiliates is under any obligation, contract or other arrangement to register (or maintain the registration of) any of its or their securities under federal or state securities laws.
(e) The shares of AST Common Stock constituting the Merger Consideration, when issued, shall be validly issued from the AST's authorized Common Stock, fully paid and non-assessable, and issued in compliance with all applicable federal and state securities laws.
