Seller’s Shares. There are no outstanding options, warrants, rights (including conversion, registration or preemptive rights), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from Seller of Seller’s Shares. Seller has not granted any options, warrants, rights (including conversion, registration or preemptive rights), proxy or shareholder agreements, or agreements of any kind concerning the Seller’s Shares.
Seller’s Shares. Such number of ordinary shares of the Company owned by each of the Sellers as set forth in Exhibit A;
Seller’s Shares. (a) The Seller is the sole owner of the Sellers Shares as indicated in Annex 1, free and clear of any Security Interest. Except for the Seller’s Shares, the Seller has no and is not entitled to any other shares, options, warrants or securities in the Company. There are no outstanding debts owed by the Company to the Sellers or by the Sellers to the Company and following the Closing the Seller (in their capacity as shareholders, directors or president of the Company) or anyone on his behalf has no claims whatsoever towards the Company.
Seller’s Shares. 1 Shares.............................................................. 1 Tax................................................................. 9
Seller’s Shares. Seller is the sole owner of the Shares, which are free and clear of all liens, pledges, encumbrances, charges, agreements or claims by or on the part of any person, firm or corporation. Seller has full right and legal capacity to enter into this Agreement and to sell, assign, transfer and deliver the Shares to Buyer. No right or option to purchase the Shares exists in favor of any person, firm or corporation.
Seller’s Shares. Each Seller has not entered into any Contract or commitment or granted or agreed to grant any rights to subscribe for, acquire or purchase any equity interests, equity securities or other securities of the Company or any Subsidiary, or entered into any Contract or commitment granting or agreeing to grant any options, warrants, “phantom” stock rights, convertible or exchangeable securities, stock or equity appreciation rights, or other Contract (other than this Agreement) granting to any Person any interest in or right to acquire at any time, or upon the happening of any event, any equity interests of the Company (including the Shares) or the Subsidiaries, or any preemptive rights, exchange rights, preferential rights, rights of first refusal or rights of first purchase with respect to any of the equity interest of the Company or the Subsidiaries. There are no Contracts or commitments to which any Seller is a party restricting the transfer or other disposition of any Shares. Each Seller is not a party to any voting trust or agreement, proxy, shareholders agreement, investors rights agreement or similar agreement or any pledge agreement relating to such Seller’s Shares.
Seller’s Shares. The Seller Stockholder holds of record the number of Seller's Shares set forth next to his or its name on the Annex.
Seller’s Shares. Each of the Sellers hereby agrees that he, she or it will not (i) sell, assign (by operation of law or otherwise), convey, transfer, pledge, hypothecate, lend, hedge or otherwise dispose of, or grant any option or enter into any other contract with respect to, any of such Sellers’ Shares to any Person other than the Purchaser pursuant to this Agreement or (ii) create or, subject to existing pledges reflected in Schedule 5.1, which the relevant Sellers will cause to be released by Closing (and provide evidence of such release reasonably satisfactory to the Purchaser within 2 Business Days prior to Closing), permit to exist any Encumbrance upon or with respect to any of the Sellers’ Shares.
Seller’s Shares. (a) As of the Offer Date and as of the Closing Date, (i) the Sellers’ Shares represent and will represent all of the issued and outstanding shares of the Company owned directly or indirectly by the Sellers, (ii) on the Offer Date and at Closing, the Sellers’ Shares represent and will represent 7,475,537 Company Shares, which will represent at Closing 7,475,537 voting rights, and (iii) except for the Equity Awards described in Schedules 3.3 and 4(a)(v) of the Tender Offer Agreement, there are and there will be no contracts, options, warrants, calls, commitments, rights or agreements of any nature, relating to or with a view to allocating, issuing, or voting additional shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable or giving any person any right to have access to the Company share capital. Each Seller has, and will on the Closing Date have, full legal and beneficial ownership of the Sellers’ Shares it holds, free of all Encumbrances (subject to such Encumbrances reflected in Schedule 5.1 which will be waived by Closing).
Seller’s Shares. Each Shareholder holds of record and owns beneficially the number of Shares set forth opposite such Shareholder’s name on Schedule 4.2(b). Collectively, the Shareholders own all of the issued and outstanding shares of capital stock of Seller free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands (collectively, “Restrictions”). No Shareholder is a party to any option, warrant, purchase right or other contract or commitment that could require such Shareholder to sell, transfer or otherwise dispose of any Shares (other than this Agreement). No Shareholder is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Shares.
