Title to Acquired Shares. Upon issuance in accordance with the terms hereof, the Acquired Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with the terms hereof, the Sponsor will have good title to the Acquired Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Sponsor.
Title to Acquired Shares. Seller: (i) has good and valid title to and record and beneficial ownership of the Acquired Shares, in each case free and clear of all Encumbrances, other than Permitted Equity Encumbrances; (ii) has not granted any option or other right in or to any of the Acquired Shares; and (iii) other than as contained in the Organizational Documents of the Company, copies of which have been provided to Purchaser, and the Voting and Support Agreements entered into by certain shareholders of Seller in connection with this Agreement, is not a party to any voting trust, voting agreement, shareholder, or other Contract relating to, binding on, or otherwise affecting Seller’s right to freely transfer the Acquired Shares.
Title to Acquired Shares. (a) Such Seller owns beneficially and of record, free and clear of any Liens (other than those arising under the Second Amended and Restated Stockholders Agreement), such Seller’s Acquired Shares. Such Seller does not have any right, title or interest in any Common Stock, Stock Equivalents or other securities of FLMG other than such Seller’s Acquired Shares (and, with respect to XXX, the XXX Option). Upon such Seller’s delivery of such Seller’s Acquired Shares and exchange therefor pursuant hereto, good and valid title to such Acquired Shares, free and clear of all Liens, other than restrictions on transfer under applicable state and federal securities laws or arising under the Second Amended and Restated Stockholders Agreement, will pass to Holdings.
Title to Acquired Shares. Each Equity Seller is the sole record and beneficial owner of all of the Acquired Shares set forth opposite such Equity Sellers’s name on Schedule 3.1(d) and Exhibit A or Exhibit C, as applicable, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Law and Permitted Liens). No Equity Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting or transfer of any Acquired Shares. Each Equity Seller has the power and authority to sell, transfer, assign and deliver the Acquired Shares to Buyer as provided in this Agreement, and such delivery will convey to Buyer good and valid title to such Acquired Shares, free and clear of any and all Liens (other than restrictions on transfer imposed by applicable securities Law).
Title to Acquired Shares. Shanecy is the owner of the Acquired Shares, and such Shares are duly authorized, and will be at the Closing Date, free and clear of all Liens whatsoever, and will be validly issued, fully paid and nonassessable.
Title to Acquired Shares. Such Seller is the record owner and beneficial owner of all the issued and outstanding Acquired Shares of such Seller. The Acquired Shares of such Seller were duly issued and fully paid up and non-assessable. On the Closing Date, such Seller will transfer to the Purchaser (in accordance with Section 1.3 hereof) good and marketable title to the Acquired Shares of such Seller free and clear of all Encumbrances. Except for the issued and outstanding Ordinary Shares indicated as held by the Sellers in Section 3.2.1 of the Company Disclosure Schedule and the registered capital held by the Guarantor in Beijing Commerce and Beijing Media, none of the Sellers and the Guarantor own or have direct or indirect interest in any other Share Capital of any Group Company or is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the acquisition or disposition of any Share Capital of any Group Company (other than this Agreement). None of the Sellers and the Guarantor is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Share Capital of any Group Company, except for the Control Documents and the Shareholders Agreement.
Title to Acquired Shares. The Acquired Shares are duly authorized, validly issued, fully paid and nonassessable and are owned by Sellers free and clear of all options, mortgages, restrictions (other than restrictions under applicable securities laws), liens, charges, assessments, pledges, security interests, adverse claims, equities, limitations or other encumbrances (collectively, "Encumbrances"). Upon ------------ transfer of the Acquired Shares by Sellers, Buyer will, as a result, receive good title to all of the Acquired Shares, free and clear of all Encumbrances.
Title to Acquired Shares. The Equity Seller is the sole record and beneficial owner of all of the Acquired Shares, free and clear of all Liens (other than Liens arising under U.S. federal or blue sky securities laws). The Equity Seller has the power and authority to sell, transfer, assign and deliver the Acquired Shares to Buyer as provided in this Agreement, and at the Closing will convey to Buyer good and marketable title to such Acquired Shares, free and clear of any and all Liens (other than Liens arising under U.S. federal or blue sky securities laws). (e)
