Status of Scheme Shares. (a) To the extent permitted by law, the Scheme Shares transferred under this Scheme will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise. (b) Each Scheme Shareholder is deemed to have warranted to M2, and appointed and authorised M2 as its attorney and agent to warrant to Vocus, that all their Scheme Shares (including any rights and entitlements attaching to those Scheme Shares) transferred to Vocus under this Scheme will, at the date of transfer, be fully paid and free from mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and that they have full power and capacity to sell and transfer their M2 Shares (including any rights and entitlements attaching to those shares) to Vocus under this Scheme.
Appears in 4 contracts
Samples: Merger Implementation Agreement, Merger Implementation Agreement, Merger Implementation Agreement
