The Sale Shares. 2.1 The Vendor is the registered and beneficial owner of 410,134,000 Shares representing 13.7% of the entire issued share capital of the Company.
2.2 The Sale Shares have been duly authorised, issued and allotted and are fully paid up or credited as fully paid up.
2.3 The Sale Shares are free from all pre-emption and priority rights, options, claims, equities, liens, charges, mortgages, encumbrances and third party rights of any kind.
2.4 The Sale Shares rank pari passu inter se and with all other Shares in issue.
2.5 The Sale Shares are all the Shares owned or held by the Vendor and the Vendor Guarantor.
The Sale Shares. (a) The Seller is the only legal and beneficial owner of the PUK Shares.
(b) The Seller will at Completion be the only beneficial owner of the MEM Holdings Shares.
(c) The Seller is entitled to sell and transfer (or procure the sale and transfer) the full legal and beneficial ownership in the PUK Shares; and will at Completion be entitled to sell and transfer the full beneficial ownership in the MEM Holdings Shares to the Buyer on the terms set out in this Agreement.
(d) The Company has not allotted any shares other than the PUK Shares and the PUK Shares are fully paid or credited as fully paid.
(e) There is no Encumbrance in relation to any of the Sale Shares or unissued shares in the capital of the Company. No person has claimed to be entitled to an Encumbrance in relation to any of the Sale Shares and the Company is not under any obligation (whether actual or contingent) to sell, charge or otherwise dispose of any of the Sale Shares or any interest therein to any person.
The Sale Shares. It is the record and beneficial owner of, owns, and has good and marketable title to and the legal right and power to sell and deliver, the Sale Shares, free and clear of any Encumbrances. The Sale Shares owned by it are not subject to any put option, tag-along or co-sale right or any similar option or right. Such Sale Shares have been duly authorized, are validly issued, fully paid and non-assessable. It is not a party to any shareholder agreement, voting agreement, subscription agreement, or repurchase or redemption agreement with respect to the Sale Shares owned by it, or any other contract pertaining to the payment of dividends, preemptive rights, capital contributions, director nomination, drag-along, anti-dilution, registration rights, rights of first refusal or other transfer restrictions, or any other rights or obligations with respect to the Sale Shares owned by it.
The Sale Shares. 2.1 The Sale Shares are all of the issued shares in the capital of the Company.
2.2 The Seller is the beneficial owner and registered holder of each Sale Share.
2.3 The Seller has good and marketable title to the Sale Shares free from any Encumbrance.
2.4 There is no agreement, arrangement or understanding, or issued security, which calls for the present or future issue of, or gives to any person the right to require the issue of, any share in or security of the Company.
The Sale Shares. (i) Each Seller is the sole and lawful owner of, and has full title to, the Frontline Shares respectively the Famatown Shares, that will be transferred free from any Encumbrance, and has the full right to sell the Frontline Shares respectively the Famatown Shares to the Purchaser.
(ii) Other than as described in this Agreement, no Seller nor any of its Affiliates hold any Shares or any other securities in the Company (nor entered into any undertakings in view of acquiring such Shares or securities).
(iii) No Seller nor any of its Affiliates has acquired any Shares or other securities issued by the Company in the 12 months preceding the date of this Agreement at a price (reduced with dividends and issue premium distributions paid by the Company since acquisition thereof) higher than the Bid Price.
The Sale Shares. 1.1 The Sale Shares are held and beneficially owned by the Vendor free from all claims, encumbrances, interests, rights, charges, liens, mortgages or pledges.
1.2 Save as provided for under this Agreement, there is not now, nor is there any agreement or arrangement to create any claim, encumbrance, interest, right, charge, lien, mortgage or pledge over any of the Sale Shares nor are the Sale Shares the subject of any rights to acquire or options.
1.3 Save as provided for under this Agreement, there is no restriction, contractual or otherwise binding on the Company against the sale and transfer by the Vendor to the Purchaser of the Sale Shares and the Vendor is and will be competent and entitled on Completion Date to transfer the legal and beneficial ownership of the Sale Shares to the Purchaser free from all claims, encumbrances, interests, rights, charges, liens, mortgages or pledges.
The Sale Shares. 1.1.1 The Sale Shares were validly created, issued and allotted.
1.1.2 The Company is the sole registered and beneficial owner of the Sale Shares and will be reflected in the securities register of the Company as such.
The Sale Shares. 2.1.1 The Seller is the owner of the Sale Shares, which represent approximately 4.56% of the issued share capital of the Company as at the date of this Agreement.
2.1.2 The Sale Shares are fully paid up and rank pari passu with all other Shares in issue.
The Sale Shares. (a) The Vendors are, and will on Completion be, the legal and beneficial owner of the Sale Shares and shall on Completion be entitled to transfer the legal and beneficial ownership of such Sale Shares on the terms of this Agreement.
(b) The Sale Shares constitute 100% of the properly and validly allotted and issued Shares in the capital of the Company, are fully paid up or credited as fully paid, and will accord the Purchaser with 100% of the voting rights.
(c) The Sale Shares are or will on Completion be free from any Encumbrances whatsoever. There is not, nor is there any agreement or arrangement to create, any Encumbrance on or over any of the Sale Shares.
(d) No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, registration, sale or transfer, amortisation or repayment of any share or loan capital or any other security giving rise to a right over, or an interest in, the capital of the Company under any option, agreement or other arrangement (including conversion rights and rights of pre-emption).
(e) All consents for the transfer of the Sale Shares have been obtained or will be obtained by Completion.
(f) The Sale Shares have not been and are not listed on any stock exchange or regulated market.
(g) The Company does not have any interest in, or has not agreed to acquire, any share capital or other security of any other company (wherever incorporated).
(h) The Company has not given any power of attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any person to enter into any contract or commitment or to do anything on its behalf, other than authority for a director, officer or employee of the Company to enter into a contract for and on behalf of the Company in the ordinary course of business.
(i) The Company has not been involved in any corporate or group restructuring, including by way of merger, demerger or hive-down of assets, during the last five years and no such restructuring is currently taking place or envisaged.
The Sale Shares. 1.1 The shares, details of which are set out opposite “Issued share capital” in Schedule 1 being the shares to be sold and bought pursuant to clause 3.1 of this Agreement, constitute the entire issued and allotted share capital of the Company and are fully paid up.
1.2 There is no Encumbrance on, over or affecting the Sale Shares and there is no agreement or commitment to give or create any Encumbrance on or over the Sale Shares and no person has made any claim to be entitled to any right over or affecting the Sale Shares.
1.3 The Seller is the legal and beneficial owner and is the registered holder of the Sale Shares and is entitled to sell and transfer the full legal and beneficial ownership in the Sale Shares to the Buyer on the terms of this Agreement.
