Sale Shares. The Sale Shares have been duly issued, and the Seller owns the Sale Shares free and clear of all Encumbrances.
Sale Shares. On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.
Sale Shares. The Parties further agree that any facts affecting the title to or Encumbrances on the Ozon (0.36% (BVFVNL)) Sale Shares that are known to Fermi and its Affiliates, including any of the Investor Managers, shall not be grounds for bringing a Ozon Title Warranties Claim against BVFVNL.
Sale Shares. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Sale Shares and registered capital of Interest ----------------------------------------------
(a) The Sale Shares represents (and will at Completion represent) the entire issued share capital of the Company, and subject to (d) below is and will at Completion be free from all liens, charges, encumbrances and third party rights whatsoever (including rights of pre-emption). Each of the Vendors is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of the respective Sale Shares as set out against its name in Schedule 2. The Company has not exercised any lien over any of its shares and there is outstanding no call on the Sale Shares and the Sale Shares are fully-paid.
(b) The issued shares of the PRC Subsidiary which are referred to in Schedule 1B as beneficially owned by the Company are and will at Completion be, free from all liens, charges, encumbrances and third party rights whatsoever and the PRC Subsidiary is and will at Completion be solely beneficially entitled to and able to procure the sale and transfer or otherwise disposal of such issued shares. The PRC Subsidiary has not exercised any lien over any of such issued shares and there is outstanding no call on any of such issued shares and all of such issued shares are fully-paid.
(c) The issued share capital of each of the Group Companies are duly and validly issued, fully paid and non assessable, and such issued shares, and all outstanding shares, options and other securities of each of the Group Companies have been issued in full compliance with the requirements of all applicable securities laws and regulations.
(d) The Company has reserved sufficient unissued Ordinary Shares for possible issuance upon the conversion of the Series A Preferred Shares. Except for the conversion privileges of the Series A Preferred Shares, there are no options, warrants, conversion privileges, preemptive rights or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase or acquire any share of the Company. Apart from the exceptions noted herein, no Ordinary Shares or Series A Preferred Shares, or shares issuable upon exercise or exchange of any outstanding options, warrants or rights, or other shares issuable by the Company, are subject to any rights of first refusal or other rights to purchase or acquire such shares (whether in favor of the Company or any other person), pursuant to any agreement or commitment of the Com...
Sale Shares. On the Ozon (0.067% (BVIL)) Completion Date, BVFVNL as the legal and beneficial owner of the Ozon (0.067% (BVIL)) Sale Shares, shall sell and transfer and Fermi shall purchase and accept the transfer of the Ozon (0.067% (BVIL)) Sale Shares (including all rights and benefits attaching thereto).
Sale Shares. Subject to Clause 4.5, Xxxxx is entitled (i) not to complete the purchase of the Ozon (0.067% (BVIL)) Sale Shares and (ii) to affix a new time and date for the Ozon (0.067% (BVIL)) Completion (for the avoidance of doubt, Xxxxx is entitled to postpone the Ozon (0.067% (BVIL)) Completion in accordance with this Clause 4.3 more than once), by giving written notice to BVFVNL prior to or on the Ozon (0.067% (BVIL)) Completion Date, in any of the following cases (with all reasonable and to the extent available to Fermi evidence in respect of any of the foregoing attached to such Xxxxx’s written notice):
Sale Shares. BVFVNL shall not be obliged to complete the sale of any of the Ozon (15.59% (BVFVNL)) Sale Shares unless Fermi completes the purchase of all of the Ozon (15.59% (BVFVNL))
Sale Shares. Such Seller is the record and beneficial owner of such Seller’s Seller Shares, free and clear of any Liens (other than transfer restrictions (i) under applicable securities Laws, (ii) as of the date hereof only, with respect to FIMI IL, FIMI DE and Bronicki only, under that certain Amended and Restated Shareholders Right Agreement among them, dated as of November 10, 2014 (a copy of which has been made available to Buyer) (the “FIMI-Bronicki Agreement”) or (iii) as provided in Schedule 3.2(i)). Such Seller has the right, authority and power to sell, assign and transfer such Seller’s Seller Shares to Buyer. At the Closing (and subject to Buyer’s payment of the applicable Seller Consideration), Buyer shall acquire good and valid title to such Seller’s Seller Shares, free and clear of any Liens (other than transfer restrictions under applicable securities Laws or a Lien arising solely due to Buyer’s acquisition of such Seller Shares). Except as set forth on Schedule 3.2(ii), other than such Seller’s Seller Shares (or the Seller Shares owned by any of such Seller’s Affiliates who are also Sellers), neither such Seller nor any of its Affiliates owns, beneficially or of record, any Equity Securities of Ormat or any of its Subsidiaries. Other than the FIMI- Bronicki Agreement and except as set forth on Schedule 3.2(iii), there are no Contracts (including subscriptions, options, warrants, rights, calls, puts, or other arrangements of any kind) which obligate such Seller or any of its Affiliates to sell, transfer, purchase, or otherwise dispose of or acquire any Equity Securities of Ormat or any of its Subsidiaries.
Sale Shares. Subject to the Conditions being satisfied, and in accordance with the terms set forth in this Agreement, Seller shall sell to Purchasers, and Purchasers shall purchase from Seller, the Shares as set forth in Schedule 1 (the “Sale Shares”).
