Common use of Share Ownership Etc Clause in Contracts

Share Ownership Etc. (a) Seller is the owner of the Sale Shares. The Seller has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller hereunder, with no limitations, qualifications or restrictions on such rights. (b) All of the Sale Shares held by the Seller are fully paid and beneficially owned by the Seller free and clear from all Encumbrances, and the Seller has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller in accordance with the terms of this Agreement. (c) The Sale Shares held by the Seller are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) The Sale Shares held by the Seller was legally acquired, and validly owned and held by the Seller. The Seller warrants that the Sale Shares held by them were acquired and are held in compliance with the applicable Law. (e) There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller and binding upon the Companies, of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there are no matters within the actual knowledge of the Purchaser, its Affiliate or any of their officers or employees at the Closing Date which will or may entitle any of them to make a claim under this Agreement against the Seller; (g) Seller has not, nor has anyone authorized on his behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller are or may be forfeited or extinguished. (h) No Taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller for the Sale Shares.

Share Ownership Etc. (a) Seller is the owner a. Sellers are owners of the Sale Shares. The Seller Sellers has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller Sellers hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller Sellers are fully paid and beneficially owned by the Seller Sellers free and clear from all Encumbrances, and the Seller Sellers has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller Sellers in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller Sellers are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment Judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was Sellers were legally acquired, and validly owned and held by the SellerSellers. The Seller warrants Sellers represent that the Sale Shares held by them were acquired and are held in compliance with the applicable LawLaw and subject to appropriate approvals by any Government Authority. (e) e. There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller Sellers and binding upon the CompaniesEA, of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there f. There are no matters within options, agreements or understandings (exercisable now or in the actual knowledge of the Purchaser, its Affiliate future and contingent or any of their officers or employees at the Closing Date otherwise) which will entitle or may entitle any of them Person to make a claim under this Agreement against create or require to be created any right or Encumbrance over the Sale Shares being transferred by it. g. Xxxxxxx confirms that they have not directly or indirectly entered into any arrangement or agreement with any Person to sell, dispose-off or otherwise deal with the Sale Shares held by the Seller;. (g) Seller h. Xxxxxxx has not, nor has anyone authorized on his behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller Sellers are or may be forfeited or extinguished. (h) i. No Taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller Sellers for the Sale Shares; j. Upon the completion of the transaction contemplated under this Agreement, the Purchaser shall as of the Closing Date holds 100% of the issued and paid up share capital EA.

Share Ownership Etc. (a) Seller is The Sellers are the owner of the Sale Shares. The Seller has Sellers have the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller Sellers hereunder, with no limitations, qualifications or restrictions on such rights. (b) . All of the Sale Shares held by the Seller Sellers are fully paid and beneficially owned by the Seller Sellers free and clear from all Encumbrances, and the Seller has Sellers have full right, power and authority to sell, transferTransfer, convey and deliver to the Purchaser Acquirer good, valid and marketable title to the Sale Shares held by the Seller Sellers in accordance with the terms of this Agreement. (c) . The Sale Shares held by the Seller Sellers are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment Judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) . The Sale Shares held by the Seller was Sellers were legally acquired, and validly owned and held by the SellerSellers. The Seller warrants Sellers represents that the Sale Shares held by them were acquired and are held in compliance with the applicable Law. (e) Laws and subject to appropriate approvals by any Government Authority. The Sale Shares sold by the Sellers represent that percentage of the Share Capital of the Company on a Fully Diluted Basis as set forth on Schedule I PART A hereto. There are no outstanding or authorized authorised obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller Sellers and binding upon the CompaniesCompany, of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there . There are no matters within options, agreements or understandings (exercisable now or in the actual knowledge of the Purchaser, its Affiliate future and contingent or any of their officers or employees at the Closing Date otherwise) which will entitle or may entitle any Person to create or require to be created any right or Encumbrance over the Sale Shares being transferred by it. The Sellers confirms that they have not directly or indirectly entered into any arrangement or agreement with any Person to sell, dispose-off or otherwise deal with the Sale Shares held by the Sellers. The Sellers have clear and marketable title to the Sale Shares held by the Sellers and are entitled to sell, transfer and convey to the Acquirer all of them to make a claim under the legal and beneficial interest in such Sale Shares on the terms of this Agreement against the Seller; (g) Seller has Agreement. The Sellers have not, nor has anyone authorized authorised on his behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller Sellers are or may be forfeited or extinguished. (h) . the Acquirer will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Sellers to the Acquirer pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and Third Party rights and interests; No Taxes are required to be deducted at source or withheld by the Purchaser Acquirer under Law from payments to be made to the Seller Sellers for the Sale Shares; Upon the completion of the transactions contemplated under this Agreement, the Acquirer shall as of the Closing Date hold [●]% of the issued and paid up share capital of the Company on a Fully Diluted Basis.

Share Ownership Etc. (a) Seller is The Sellers are the owner owners of the Sale Shares. The Seller has Sellers have the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller Sellers hereunder, with no limitations, qualifications or restrictions on such rights. (b) All of the Sale Shares held by the Seller Sellers are fully paid and beneficially owned by the Seller Sellers free and clear from all Encumbrances, and the Seller has Sellers have the full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller Sellers in accordance with the terms of this Agreement. (c) The Sale Shares held by the Seller Sellers are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) The Sale Shares held by the Seller was Sellers were legally acquired, and validly owned and held by the SellerSellers. The Seller Sellers warrants that the Sale Shares held by them were acquired and are held in compliance with the applicable Law. (e) There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller Sellers and binding upon the CompaniesCompany, of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there are no matters within the actual knowledge of the Purchaser, its Affiliate or any of their officers or employees at the Closing Date which will or may entitle any of them to make a claim under this Agreement against the Seller; (g) Seller has The Sellers have not, nor has have anyone authorized on his their behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller Sellers are or may be forfeited or extinguished. (hg) No Taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller Sellers for the Sale Shares.

Share Ownership Etc. (a) Seller is the owner of the Sale Shares. a. The Seller has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller are fully paid and beneficially owned by the Seller free and clear from all Encumbrances, and the Seller has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was were legally acquired, and validly owned and held by the Seller. The Seller warrants represents that the Sale Shares held by them her were acquired and are held in compliance with the applicable LawLaw and subject to appropriate approvals by any Government Authority. (e) e. There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement agreement, warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller and binding upon the CompaniesEE and its Affiliates, of any kind that gives any Person person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there are no matters within f. Seller confirms that she has not directly or indirectly entered into any arrangement or agreement with any person to sell, dispose-of or otherwise deal with the actual knowledge Sale Shares held by the Seller, save for this Agreement. g. Seller has clear and marketable title to the Sale Shares and is entitled to sell, transfer and convey to the Purchaser all of the Purchaser, its Affiliate or any legal and beneficial interest in such Sale Shares on the terms of their officers or employees at the Closing Date which will or may entitle any of them to make a claim under this Agreement against the Seller;Agreement. (g) h. Seller has not, nor has anyone authorized on his her behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller are or may be forfeited or extinguished. (h) i. Purchaser will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Seller to the Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and third-party rights and interests; j. No Taxes taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller for the Sale Shares.. Securities transfer tax is payable by the Purchaser on the transfer of the Sale Shares from the Seller as contemplated in Section 12.12;

Share Ownership Etc. (a) Seller is the owner a. Sellers are owners of the Sale Shares. The Seller Sellers has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller Sellers hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller Sellers are fully paid and beneficially owned by the Seller Sellers free and clear from all Encumbrances, and the Seller Sellers has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller Sellers in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller Sellers are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment Judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was Sellers were legally acquired, and validly owned and held by the SellerSellers. The Seller warrants Sellers represent that the Sale Shares held by them were acquired and are held in compliance with the applicable LawLaw and subject to appropriate approvals by any Government Authority. (e) e. There are no outstanding or authorized authorised obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller Sellers and binding upon the Companies, Company of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there f. There are no matters within options, agreements or understandings (exercisable now or in the actual knowledge of the Purchaser, its Affiliate future and contingent or any of their officers or employees at the Closing Date otherwise) which will entitle or may entitle any of them Person to make a claim under this Agreement against create or require to be created any right or Encumbrance over the Sale Shares being transferred by it. g. Xxxxxxx confirms that they have not directly or indirectly entered into any arrangement or agreement with any Person to sell, dispose-off or otherwise deal with the Sale Shares held by the Seller;. (g) Seller h. Xxxxxxx have clear and marketable title to the Sale Shares held by the Sellers and are entitled to sell, transfer and convey to the Purchaser all of the legal and beneficial interest in such Sale Shares on the terms of this Agreement. i. Sellers has not, nor has anyone authorized authorised on his behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller Sellers are or may be forfeited or extinguished. (h) j. the Purchaser will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Sellers to the Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and third party rights and interests; k. No Taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller Sellers for the Sale Shares; l. Upon the completion of the transaction contemplated under this Agreement, the Purchaser shall as of the Closing Date holds 100% of the issued and paid up share capital WD.

Share Ownership Etc. (a) Seller is the owner of the Sale Shares. a. The Seller has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller are fully paid and beneficially owned by the Seller free and clear from all Encumbrances, and the Seller has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was were legally acquired, and validly owned and held by the Seller. The Seller warrants represents that the Sale Shares held by them her were acquired and are held in compliance with the applicable LawLaw and subject to appropriate approvals by any Government Au- thority. (e) e. There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement agreement, warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller and binding upon the CompaniesEE and its Affiliates, of any kind that gives any Person person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there are no matters within f. Seller confirms that she has not directly or indirectly entered into any arrangement or agreement with any person to sell, dispose-of or otherwise deal with the actual knowledge Sale Shares held by the Seller, save for this Agreement. g. Seller has clear and marketable title to the Sale Shares and is entitled to sell, transfer and convey to the Purchaser all of the Purchaser, its Affiliate or any legal and beneficial interest in such Sale Shares on the terms of their officers or employees at the Closing Date which will or may entitle any of them to make a claim under this Agreement against the Seller;Agreement. (g) h. Seller has not, nor has anyone authorized on his her behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller are or may be forfeited or extinguished. (h) i. Purchaser will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Seller to the Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and third-party rights and interests; j. No Taxes taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller for the Sale Shares.. Securities transfer tax is payable by the Purchaser on the transfer of the Sale Shares from the Seller as contemplated in Section 12.12;

Share Ownership Etc. (a) Seller is the owner of the Sale Shares. a. The Seller has the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller are fully paid and beneficially owned by the Seller Seller, free and clear from all Encumbrances, and the Seller has full right, power and authority to sell, transfer, convey and deliver to the Purchaser good, valid and marketable title to the Sale Shares held by the Seller in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was legally acquired, and validly owned and held by the Seller. The Seller warrants represents that the Sale Shares held by them were acquired and are held in compliance with the applicable LawLaw and subject to appropriate approvals by any Government Authority. (e) e. There are no outstanding or authorized obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller and binding upon the CompaniesEE and its Affiliates, of any kind that gives any Person person the right to purchase or otherwise receive the Sale Shares or any portion thereof (or any interest therein). (f) there are no matters within f. Seller confirms that she has not directly or indirectly entered into any arrangement or agreement with any person to sell, dispose-of or otherwise deal with the actual knowledge Sale Shares held by the Seller. g. Seller has clear and marketable title to the Sale Shares and is entitled to sell, transfer and convey to the Purchaser all of the Purchaser, its Affiliate or any legal and beneficial interest in such Sale Shares on the terms of their officers or employees at the Closing Date which will or may entitle any of them to make a claim under this Agreement against the Seller;Agreement. (g) h. Seller has not, nor has anyone authorized on his her behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller are are- or may be forfeited or extinguished. (h) i. Purchaser will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Seller to the Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and third-party rights and interests; j. No Taxes are required to be deducted at source or withheld by the Purchaser under Law from payments to be made to the Seller for the Sale Shares.;

Share Ownership Etc. (a) Seller is a. The Sellers are the owner of the Sale Shares. The Seller has Sellers have the sole voting power, sole power of disposition and the sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Sale Shares proposed to be transferred by the Seller Sellers hereunder, with no limitations, qualifications or restrictions on such rights. (b) b. All of the Sale Shares held by the Seller Sellers are fully paid and beneficially owned by the Seller Sellers free and clear from all Encumbrances, and the Seller has Sellers have full right, power and authority to sell, transferTransfer, convey and deliver to the Purchaser Acquirer good, valid and marketable title to the Sale Shares held by the Seller Sellers in accordance with the terms of this Agreement. (c) c. The Sale Shares held by the Seller Sellers are not the subject matter of any claim, action, suit, investigation or other proceeding or judgment Judgment or subject to any prohibition, injunction or restriction on sale under any decree or order of any Governmental Authority. (d) d. The Sale Shares held by the Seller was Sellers were legally acquired, and validly owned and held by the SellerSellers. The Seller warrants Sellers represents that the Sale Shares held by them were acquired and are held in compliance with the applicable LawLaws and subject to appropriate approvals by any Government Authority. The Sale Shares sold by the Sellers represent that percentage of the Share Capital of the Company on a Fully Diluted Basis as set forth on Schedule I PART A hereto. (e) e. There are no outstanding or authorized authorised obligations, rights including allotment, pre-emptive rights, rights of first refusal pursuant to any existing agreement warrants, options, or other agreements including voting agreements, contracts, arrangements entered into by the Seller Sellers and binding upon the CompaniesCompany, of any kind that gives any Person the right to purchase or otherwise receive the Sale Shares (or any interest therein). (f) there f. There are no matters within options, agreements or understandings (exercisable now or in the actual knowledge of the Purchaser, its Affiliate future and contingent or any of their officers or employees at the Closing Date otherwise) which will entitle or may entitle any Person to create or require to be created any right or Encumbrance over the Sale Shares being transferred by it. g. The Sellers confirms that they have not directly or indirectly entered into any arrangement or agreement with any Person to sell, dispose-off or otherwise deal with the Sale Shares held by the Sellers. h. The Sellers have clear and marketable title to the Sale Shares held by the Sellers and are entitled to sell, transfer and convey to the Acquirer all of them to make a claim under the legal and beneficial interest in such Sale Shares on the terms of this Agreement against the Seller;Agreement. (g) Seller has i. The Sellers have not, nor has anyone authorized authorised on his behalf, done, committed or omitted any act, deed, matter or thing whereby any of the Sale Shares owned by the Seller Sellers are or may be forfeited or extinguished. (h) j. the Acquirer will acquire a valid and marketable title to the Sale Shares and the said shares to be delivered by the Sellers to the Acquirer pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid-up and will be free and clear of all Encumbrances and Third Party rights and interests; k. No Taxes are required to be deducted at source or withheld by the Purchaser Acquirer under Law from payments to be made to the Seller Sellers for the Sale Shares; l. Upon the completion of the transactions contemplated under this Agreement, the Acquirer shall as of the Closing Date hold 99% of the issued and paid up share capital of the Company on a Fully Diluted Basis.