Common use of Shares in the Company Clause in Contracts

Shares in the Company. 2.1 The Sale Shares constitute the whole of the allotted and issued share capital of the Company and are fully paid, or credited as fully paid. 2.2 Each Seller is the sole legal and beneficial owner of the Sale Shares set out opposite their name in Schedule 1 and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.

Appears in 2 contracts

Samples: Share Purchase Agreement (Argentum 47, Inc.), Share Purchase Agreement (Argentum 47, Inc.)

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Shares in the Company. 2.1 The Sale Shares constitute the whole 85 per cent. of the allotted and issued share capital of the Company and are fully paid, paid or credited as fully paid. 2.2 Each Seller is the sole legal and beneficial owner of the Sale Shares set out opposite their against its name in column 3 of the table at Schedule 1 2 and is entitled to transfer the legal and beneficial title to the such Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights. 2.5 The Subsidiary is a wholly-owned subsidiary of the Company.

Appears in 2 contracts

Samples: Share Purchase Agreement (Lottery.com Inc.), Share Purchase Agreement (Lottery.com Inc.)

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Shares in the Company. 2.1 The Sale Shares constitute the whole 75 per cent of the allotted and issued share outstanding shares of capital stock of the Company and have been duly issued by the Company, are fully paid, or credited as fully paidpaid and non-assessable. 2.2 Each The Seller is the sole legal legal, record and beneficial owner of the Sale Shares set out opposite their name in Schedule 1 and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person. 2.3 No person has any right to require at any time the transfer, creation, issue or allotment of any share, loan capital or other securities of the Company (or any rights or interest in them), and no person has agreed to confer or has claimed any such right. 2.4 No Encumbrance has been granted to any person or otherwise exists affecting the Sale Shares or any unissued shares, debentures or other unissued securities of the Company, and no commitment to create any such Encumbrance has been given, nor has any person claimed any such rights.

Appears in 1 contract

Samples: Share Purchase Agreement (Achieve Life Sciences, Inc.)

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