Title and Authority to Transfer the Securities
6.2.2.1 Each Seller owns the Securities as set out next to his/her/its name in Schedule
6.2.2.2 No Seller is a party to or bound by any agreement providing for the sale and pur- chase of the Securities other than this Agreement.
Title and Authority to Transfer the Shares 7.
2.3.1 The Sellers own the Shares and have full power and authority to sell and trans- fer the Shares in accordance with the terms of this Agreement.
Title and Authority to Transfer the Shares; Capitalisation
(a) Seller has full ownership to the Shares and has full power, capacity and authority to sell and transfer such shares and to perform all other undertakings set forth in this Agreement. The Shares are fully transferable to Purchaser and are free and clear of all restrictions on the ability to vote. The Shares are not subject to claims, options, liens, charges or other encumbrances of any kind.
(b) The Shares have been legally and validly issued, are fully paid and constitute one hundred percent (100%) of the issued capital of the Company. There are no outstanding obligations, warranties, options, depository receipts, subscriptions, pre-emptive rights, contracts or agreements to which OK or Seller or the Company is bound, providing for the issuance of any additional shares of the Company.
Title and Authority to Transfer the Shares; Capitalisation
(a) The Sellers have full power, capacity and authority to sell and transfer the Shares, execute and deliver this Agreement and to perform all other undertakings set forth in this Agreement. The Shares are freely transferable to the Purchaser and are free and clear of all liens, encumbrances and restrictions on the ability to vote the Shares. The Share owned by MR. [**] represents 60%, the Share owned by MR. [**] represents 12.5%, the Share owned by MR. [**] represents 15% and the Share owned by MR. [**] represents 12.5 %, in each case, of the charter capital of the Company. The Shares are fully paid. There are no outstanding obligations, warrants, options, pre-emptive rights or other agreements to which any of the Sellers or the Company is a party or otherwise bound, providing for the purchase, repurchase, redemption or other acquisition of the Shares, except for this Agreement.
(b) The Company does not own any interest, directly or indirectly, in any corporation, partnership or other legal entity and does not have any branch office.
(c) Assuming all filings, registrations, approvals, notifications etc required by applicable laws are duly made, the execution and delivery of this Agreement by the Sellers and the completion of the transactions contemplated hereby:
(i) will not violate any provision of the charter or foundation agreement of the Company;
(ii) will not violate any statute, rule, regulation, order, award, judgement, injunction or decree of any public body or authority by which the Sellers or the Company or any of their properties or assets is bound;
(iii) will not result in a violation or breach of, or constitute a default under, any license, franchise, permit, indenture, agreement or other instrument to which the Sellers or the Company is a party, or by which the Sellers or the Company or any of their properties or assets is bound.
