Common use of Target Shares Clause in Contracts

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target), 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. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%the number of Target Shares set forth next to his name in §4(b) of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act Reserve Bank of India “RBI”, FEMA and state securities lawsROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities lawsSecurities Laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%the number of Target Shares set forth next to his name in §4(b) of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities lawsSecurities Laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%) of the outstanding all Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state other securities laws), taxes, Liens, options, warrants, Liens and purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of TargetTarget (other than this Agreement). Seller is not party to any voting trust, proxy, or other agreement or understanding with respect to The Target Shares constitute all of the voting of any issued share capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%the number of Target Shares set forth next to his or its name in Section 4(b) of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxesTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of TargetTarget (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. The Seller holds of record and owns ------------- beneficially one hundred percent (100%) all of the outstanding Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any restrictions on transfer Encumbrance (other than any restrictions under the Securities Act and state securities laws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, contracts and equities, claims, and demands. No other Person holds of record or owns beneficially any Target Shares. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller or Target to issue, sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement) or security convertible into capital stock of the Target. The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target. Other than to the Buyer, the Seller has not assigned, transferred, gifted, pledged, or otherwise disposed of any of the Target Shares.

Target Shares. The Seller holds of record and owns beneficially one hundred percent (100%) all of the issued and outstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws)transfer, taxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.

Target Shares. Except as set forth in Schedule 2(a)(v) of the Disclosure Schedule, Seller holds of record and owns beneficially one hundred percent (100%) all of the issued and outstanding Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxesTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, claims and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%) all of the outstanding Target Shares (i.e., shares representing 100% of capital stock the equity interest of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws)transfer, taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller Xxxxxx holds of record and owns beneficially one hundred percent (100%) the number of Target Shares set forth next to his or her name in Section 4.2 of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxesTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds Sellers hold of record and owns own beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target), 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. Seller None of the Sellers is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. No Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Except as set forth on Schedule 3.7, Seller holds of record and owns beneficially one hundred percent (100%) all of the issued and outstanding Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any restrictions on transfer (other than any restrictions under the Gaming Laws, the Securities Act and state securities lawsLaws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of TargetTarget (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. The Seller holds of record and owns beneficially one hundred percent (100%the number of Target Shares set forth next to its name in Section4(b) of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%) all of the issued and outstanding Target Shares (i.e., shares of capital stock of Target)Shares, free and clear of any encumbrances or restrictions on transfer (other than any restrictions under the Securities Act and applicable state and provincial securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of TargetTarget (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. Seller holds Sellers hold of record and owns own beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target), 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. Seller None of the Sellers is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. No Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target. The Target Shares represent all of the Sellers' equity ownership interest in the Target (including any contingent interests).

Target Shares. Seller holds of record and owns beneficially one hundred percent (100%the number of Target Shares set forth next to his name in §4(b) of the outstanding Target Shares (i.e., shares of capital stock of Target)Disclosure Schedule, 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. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Target Shares. The Seller holds of record and owns beneficially one hundred percent (100%) -------------- all of the outstanding Target Shares, and as of the Closing Date such Shares (i.e., shares of capital stock of Target), shall be free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.

Target Shares. Seller holds Sellers hold of record and owns beneficially one hundred percent (100%) of the outstanding Target Shares (i.e., shares of capital stock of Target), 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. Seller is Sellers are not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is Sellers are not party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.