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. .. 5 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has not granted any person a proxy or option to buy such Transferred Shares that has not expired or been validly withdrawn.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. The Transferred Shares are and will be when transferred to Evero, duly authorized, validly issued, fully paid for, non-assessable and free and clear of any liens, demands, claims, encumbrances of any nature and/or any other thirds party rights of any kind, and have the rights, preferences privileges and restrictions set forth in the Company’s Article of Association.
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.
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. 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. Such Selling Party legally and beneficially owns its respective Transferred Shares, free and clear from any Encumbrance, together with all rights and benefits attaching thereto.
Ownership of Transferred Shares. Neither Edge nor the Transferor is a party to any agreement, voting trust, proxy or other agreement or understanding of any character, whether written or oral, with any other stockholders of Edge with respect to or concerning the purchase, sale or transfer or voting of the Transferred Shares.
