Sale Shares Sample Clauses

Sale Shares. The Sale Shares have been duly issued, and the Seller owns the Sale Shares free and clear of all Encumbrances.

Sale Shares. (a) The Seller is the registered and sole legal and beneficial owner of its Sale Shares, free and clear of all Liens (other than Permitted Liens), and the transfer of such Sale Shares to Buyer under this Agreement at the Closing constitutes the transfer of the whole of the right, title and interest (including all legal title to, and all beneficial interest in) such Sale Shares free from all and clear of all Liens (other than Permitted Liens) and that it is entitled to so transfer such Sale Shares to Buyer pursuant to this Agreement. Save for the Sale Shares to be transferred to Buyer by it at the Closing in accordance with this Agreement, it does not hold any right, title or interest in respect of any further Relevant Securities of the Company. (b) Save for the P&CA, there is no existing option, warrant, call, right or contract to which the Seller is a party requiring the issuance, sale or transfer of any additional Capital Stock of the Company or evidencing the right to subscribe to or purchase any Capital Stock of the Company other than as disclosed in writing to the Buyer. (c) Neither it (nor any of its associates) has any right, title or interest in the business of, or any assets owned or used by, the Company, nor is it (nor any of its associates) party to any contract, agreement or arrangement with the Company in respect of his/her employment with the Company other than as set out in Section 7.3(c) of the Disclosure Letter. (d) No loan or indebtedness is outstanding from the Company to the Seller (or any of its associates), nor does it/he/she (nor any of its associates) benefit from any guarantee, indemnity or other surety given by the Company (save, where applicable, in respect of pensions, benefits, insurances and indemnities concerning current and prior officers, employees and consultants of the Company and arising under the terms, or otherwise by reason, of their employment), nor is any loan or indebtedness outstanding from, or otherwise payable (whether or not subject to any contingency) by, it/him/her (or any of its associates) to the Company. (e) The Seller (nor any of its associates) has no outstanding or pending litigation, dispute or legal proceedings against the Company (or any officer, employee, consultant, auditor or professional adviser of the Company), nor is any litigation, dispute or legal proceedings threatened against the Company (or any officer, employee, consultant, auditor or professional adviser of the Company) by it (or any of ...

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 (0.02% (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.

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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. On the Ozon (15.59% (BVFVNL)) Completion Date, BVFVNL as the legal and beneficial owner of the Ozon (15.59% (BVFVNL)) Sale Shares shall sell and transfer and Fermi shall purchase and accept the transfer of the Ozon (15.59% (BVFVNL)) Sale Shares (including all rights and benefits attaching thereto).

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 a. The Non-Promoter Seller is the sole legal and beneficial owner of the Sale Shares (as set out against its / their name in Part B of Schedule 1) and has clear, legal, valid and marketable title in the Sale Shares held by them, free and clear from all Encumbrances (subject to the provisions of the Existing Agreements). b. The Transfer of such Sale Shares held by the Non Promoter Seller to the relevant Purchasers at First Closing shall effectively convey to such Purchasers good, valid and marketable title to such Sale Shares free and clear of all Encumbrances and together with all the rights and obligations attached therewith. c. The Sale Shares of the Non Promoter Seller were: (a) duly issued by the Company in accordance with Applicable Law; (b) are fully paid; (c) duly stamped; and (d) validly acquired and held by each Non Promoter Seller in accordance with Applicable Law. d. The Non Promoter Seller has not entered into or arrived at any agreement or arrangement, written or oral, with any Person, which will render transfer of any of the Non Promoter Seller's Sale Shares pursuant to this Agreement in violation of such agreements or arrangements. e. There are no proceedings related to any Taxes pending against any Non Promoter Seller that (a) affects the validity and marketability of the title of the Non Promoter Seller's Sale Shares under section 281 of the IT Act; or (b) affects the ability of each Non Promoter Seller to sell its respective Sale Shares to the relevant Purchasers or the title of the relevant Purchasers to the respective Sale Shares pursuant to the purchase of the Non Promoter Seller's Sale Shares in accordance with the terms of this Agreement; or (c) could render the transaction of transfer of the Sale Shares by any or all the Non Promoter Sellers void under Section 281 of the IT Act. f. The In-specie Snowdrop Sale Shares (upon occurrence of SHIPL Closing) were (a) duly issued by the Company and duly distributed by the Holdco in accordance with Applicable Law; (b) are fully paid; (c) duly stamped; and (d) validly acquired and held by Snowdrop in accordance with Applicable Law.

Sale Shares. (a) The Company’s authorized share capital consists of 10,000 ordinary shares, par value one pound sterling per share, of which 10,000 shares have been issued to the Sellers and constitute the Sale Shares as defined above. All of the Sale Shares are duly authorized, validly issued, fully paid and non-assessable. (b) The Sellers are the lawful record and beneficial owners of all the Sale Shares as set forth on SCHEDULE 3.1, free and clear of any liens, pledges, encumbrances, charges, claims or restrictions of any kind, and have the absolute, unilateral right, power, authority and capacity to enter into and perform this Agreement without any other or further authorization, action or proceeding, except as specified herein. The Seller are not citizens of the United States and no shares of the Company have ever been owned by a resident person of the United States. The term “Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, or entity.