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Title to Consideration Shares Sample Clauses

Title to Consideration Shares. All the Consideration Shares have been duly and validly issued, fully paid and non-assessable in accordance with Xunlei’s currently effective memorandum and articles of association. The Investor is the legal and beneficial owner of the Consideration Shares to be transferred to the Company pursuant to Section 2 of this Agreement. There is no Liens or other encumbrance, and there is no agreement, arrangement or obligation to create or give any encumbrance, in relation to any of such Consideration Shares. The transfer of Consideration Shares is not in violation of the preemptive rights of any Person, terms of any contract, or any Laws, by which the Investor is bound. Except as contemplated under the Transaction Documents, and to the best knowledge of the Investor, as of the date of this Agreement, there are no (i) resolutions to increase or adjust the share capital of Xunlei or cause the liquidation, winding up, or dissolution of Xunlei, or (ii) dividends which have accrued or been declared but are unpaid by Xunlei, or (iii) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to Xunlei. There is no nominee, agency or entrustment or other similar arrangement with respect to the Consideration Shares.
Title to Consideration Shares. On the Closing Date, the Buyer will be the legal and beneficial owner of the Consideration Shares and will have good title to them, free and clear of any Encumbrance except for any restriction on transfer noted on the share certificate evidencing the Consideration Shares.
Title to Consideration Shares. The Purchaser hereby represents, warrants and undertakes to each of the Vendors and their successors in title (with the intent that the provisions of this Clause 6.8 shall continue to have full force and effect notwithstanding Completion) as follows:- (a) that the Consideration Shares are not subject to any Encumbrances, any other third party rights or pre-emptive rights of shareholders of the Purchaser; and (b) that there shall be (a) sufficient authorised but unissued share capital and (b) the allotment and issuance of the Consideration Shares will fall within the share issue mandate from its shareholders, for the purposes of satisfying the obligations of the Purchaser under this Agreement..
Title to Consideration Shares. The Purchaser hereby represents, warrants and undertakes to each of the Vendors and their successors in title (with the intent that the provisions of this Clause 6.2 shall continue to have full force and effect notwithstanding Completion) as follows:- (a) that the Consideration Shares are not subject to any Encumberances, any other third party rights or pre-emptive rights of shareholders of the Purchaser and rank pari passu in all respects with the other issued shares of the Purchaser; and (b) that there shall be (a) sufficient authorised but unissued share capital and (b) the allotment and issuance of the Consideration Shares will fall within the share issue mandate from its shareholders, for the purposes of satisfying the obligations of the Purchaser under this Agreement..
Title to Consideration Shares. Buyer is the sole record and beneficial owner of the Consideration Shares. At Closing, Buyer will have good and marketable title to the Consideration Shares, which Consideration Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer. The Consideration Shares represent all of the issued and outstanding securities of Seller. Buyer has good and marketable title to, and all other legal rights to possess and use, sell, assign, transfer and convey the Consideration Shares, free and clear of all Liens. Upon consummation of the transactions contemplated by this Agreement at the Closing, good and marketable title to the Consideration Shares, free and clear of all Liens (other than Liens incurred or imposed by Buyer), will pass to Seller. As used herein, “Lien” means any interest (including any security interest), pledge, mortgage, lien, encumbrance, charge, claim or other right of third parties, including any spousal interests (community or otherwise), whether created by law or in equity, including any such restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.
Title to Consideration SharesThe Trustee is the legal and beneficial owner of the Consideration Shares and has good title to them, free and clear of any Encumbrance. At Closing, the Trustee will have the absolute and exclusive right to sell those Consideration Shares to the HPT Shareholders as contemplated by this Agreement.
Title to Consideration Shares. The Consideration Shares represent twenty percent (20%) of the issued and outstanding ordinary shares of MKC. The Purchaser is the legal and beneficial owner of and has good and valid title to, and the legal right and power to sell and transfer, the Consideration Shares, and the Purchaser can transfer legal ownership of the Consideration Shares, in all cases free and clear from any and all Liens, free from all other rights exercisable by or claims by third parties and free from any contractual or legal restrictions on transfer (other than those under this Agreement and under the Joint Venture Agreement). Upon Closing the Purchaser will transfer good and valid title to the Consideration Shares to the Company, free and clear from all Liens (other than those under this Agreement and under the Joint Venture Agreement), free from all other rights exercisable by or claims by third parties and free from any contractual or legal restrictions on transfer (other than those under this Agreement and under the Joint Venture Agreement). Other than those under this Agreement and under the Joint Venture Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of the Consideration Shares, (ii) restricting the transfer of the Consideration Shares, or (iii) relating to the voting of the Consideration Shares.
Title to Consideration SharesEach Purchaser is the sole record and beneficial owner of the Consideration Shares indicated next to its name on Schedule 2.1 and has good and marketable title to the Consideration Shares, free and clear of all Encumbrances. Upon Closing, the Seller shall be the lawful record and beneficial owner of the Consideration Shares, free and clear of all Encumbrances.

Related to Title to Consideration Shares

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Stock Consideration 2.3 Subsidiary............................................................10.4

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Closing Consideration (a) At the Closing, Buyer shall pay to Seller or its designee, and Seller or its designee shall receive on behalf of the Affiliate Sellers and Asset Sellers, in consideration for the purchase of the Shares and the Purchased Assets pursuant to Section 2.1, an amount of cash (the “Closing Consideration”) equal to $1,978,151,867 (the “Base Purchase Price”) plus any Adjusted Statutory Book Value Surplus, minus any Adjusted Statutory Book Value Deficit, plus any Other Acquired Companies Shareholders Equity Surplus, minus any Other Acquired Companies Shareholders Equity Deficit, minus the Adjustment for PRIAC IMR Tax Gross-up, in each case, determined by reference to the Estimated Closing Statement in accordance with Section 2.6 (such aggregate amount, as adjusted in accordance with Section 2.7, the “Purchase Price”). (b) At the Closing, in accordance with the PICA FSS Reinsurance Agreements: (i) Seller shall transfer for deposit into the applicable PICA FSS Trust Account Investment Assets (PICA) that are Authorized Investments selected and valued in accordance with the Valuation Methodologies with an aggregate fair market value equal to the Net Initial Reinsurance Settlement Amount for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (“Transferred Investment Assets”) in accordance with Section 2.3(d); provided, if (A) the amount of the Initial Reinsurance Premium is greater than the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement (such excess amount with respect to the applicable PICA FSS Reinsurance Agreement, the “Overfunding Amount”) and (B) the applicable Overfunding Amount is greater than the applicable portion of the Ceding Commission, then Seller shall transfer directly to the applicable Reinsurer Transferred Investment Assets with an aggregate fair market value, determined in accordance with the Valuation Methodologies, equal to the amount by which the applicable Overfunding Amount exceeds such portion of the Ceding Commission, and only the remainder of the Transferred Investment Assets shall be deposited into the applicable PICA FSS Trust Account; (ii) The applicable Reinsurer shall transfer to the applicable PICA FSS Trust Account Authorized Investments such that, after giving effect to the transfers contemplated by Section 2.3(b)(i), the aggregate Book Value (as defined in the PICA FSS Reinsurance Agreements) in each such PICA FSS Trust Account is equal to the Required Balance (as defined in the PICA FSS Reinsurance Agreements) as of the Effective Time for the applicable PICA FSS Reinsurance Agreement as reflected on the Estimated Reinsurance Settlement Statement; and (iii) Seller shall credit to the applicable Modco Account the applicable Separate Account Assets (as such terms are defined in the PICA FSS Reinsurance Agreements). (c) Buyer shall cause to be prepared and delivered to Seller at least five (5) Business Days prior to the anticipated Closing Date a statement setting forth an allocation of the full amount of the Ceding Commission between each of the PICA FSS Reinsurance Agreements. (d) Seller shall undertake its ordinary course process consistent with past practice for determining any credit-related impairments or credit-related losses in value as of the Closing Date for the Transferred Investment Assets and reflect any credit- related impairments or credit-related losses in value from such process in the Transferred Investment Assets. Following the Closing, Seller shall provide reasonable documentation reasonably requested by Buyer for purposes of Xxxxx’s assessment of any credit-related impairments or credit-related losses as of the Closing Date. Seller shall sell, convey, assign, transfer and deliver to the applicable Reinsurer free and clear of all Encumbrances (other than Permitted Encumbrances or Encumbrances imposed under the applicable PICA FSS Trust Agreements) good and marketable title to the Transferred Investment Assets in respect of the PICA FSS Reinsurance Agreements (for the avoidance of doubt, together with all of Seller’s rights, title and interest thereto, including with respect to the investment income due and accrued thereon) and deposit on their behalf to the applicable PICA FSS Trust Account pursuant to Section 2.3(b)(i). Any investment assets to be transferred to a PICA FSS Trust Account shall be transferred in the manner set forth in the applicable PICA FSS Trust Agreement. All third-party costs or expenses incurred (whether prior to, on or following the Closing Date), including reasonable attorneys’ fees, in connection with the transfers of assets to the PICA FSS Trust Accounts or the Reinsurers (including any re-registrations or re-titling thereof) as contemplated by Section 2.3(b)(i) and this Section 2.3(d) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.