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 Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances. EXHIBIT 4.2
Sale Shares. 2.1 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. The Parties further agree that any facts affecting the title to or Encumbrances on the Ozon (1.690% (BVIL)) 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 BV Ozon LP.
Sale Shares. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Sale Shares. 4.3 Subject to Clause 4.5, Xxxxx is entitled (i) not to complete the purchase of the Ozon (0.07% (BVSIL)) Sale Shares and (ii) to affix a new time and date for the Ozon (0.07% (BVSIL)) Completion (for the avoidance of doubt, Xxxxx is entitled to postpone the Ozon (0.07% (BVSIL)) Completion in accordance with this Clause 4.3 more than once), by giving written notice to BVSIL prior to or on the Ozon (0.07% (BVSIL)) 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. Subject to clause 10, by 3.00pm on the Settlement Date, the Lead Manager shall arrange for the payment to the Vendor, or as the Vendor directs, of an amount equal to:
Sale Shares. 3.1 The Seller is the sole legal and beneficial owner and registered holder of its Respective Sale Shares, free and clear of any Encumbrances, and has valid and marketable title in respect of its Respective Sale Shares.
Sale Shares. (A) The Sale Shares were allotted and issued fully paid in accordance with the Articles and in compliance with all relevant laws of the British Virgin Islands and rank pari passu in all respects inter se and with all other Shares. The Sale Shares are duly registered and freely transferable under the applicable laws, rules and regulations.
Sale Shares. 3.1 The Seller is the legal and beneficial owner of the Sale Shares and has the right to exercise all voting powers and other rights attached to the Sale Shares. The Seller owns legal and beneficial interest in the Sale Shares and has not entered into any shareholders’ agreement, joint venture agreement, investment agreement or any other agreement or instrument in respect of its shares in the Target that will impose restrictions on the exercise of the rights attached to the Sale Shares.
