Title to Exchange Shares, and Chain of Ownership Sample Clauses

Title to Exchange Shares, and Chain of Ownership a. As of the date hereof and on the Closing Date, each HGSL Shareholder represents and warrants that he/it has and will have good and marketable title to his/its Exchange Shares and that he/it is transferring his/its Exchange Shares to HHEG free and clear of any liens, claims or encumbrances. Further, each HGSL Shareholder has and will have the right to transfer his/its Exchange Shares without consent of any other person or entity. b. HGSL wholly owns Huahui Group (HK) Co., Ltd., a corporation incorporated under the laws of Hong Kong (“HGHK”) and Huahui Group Co., Ltd., a corporation incorporated under the laws of Seychelles (“HGC”); HGHK wholly owns Huahui (SZ) Edu Management Ltd., a corporation incorporated under the laws of the PRC (“HHSZ”); HHSZ wholly owns Shenzhen Huahui Shangxing Education Consulting Ltd., a corporation incorporated under the laws of the PRC (“SHSEC”); and SHSEC wholly owns Zhongdehui (SZ) Development Co., Ltd., a corporation incorporated under the laws of the PRC (“ZSDC”). HGHK, HGC, HGSZ, SHSEC and ZSDC are each duly organized, validly existing and in good standing under the laws of their jurisdictions of incorporation and each has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of any of HGHK, HGC, HGSZ,, SHSEC, or ZSDC.
Sample 1
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Title to Exchange Shares, and Chain of Ownership a. As of the date hereof and on the Closing Date, ZYIL represents and warrants that (i) it is the sole shareholder of CBTH, (ii) it has and will have good and marketable title to the Exchange Shares; and (iii) it is transferring the Exchange Shares to ZY CAYMAN free and clear of any liens, claims or encumbrances. Further, ZYIL has and will have the right to transfer the Exchange Shares without consent of any other person or entity, other than the shareholder approval referenced in Section 6.03. b. CBTH, a corporation incorporated in the Republic of Seychelles, wholly owns ZYHK, a corporation incorporated in Hong Kong. ZYHK wholly owns the WFOE, a corporation organized under the laws of the PRC, and the WFOE wholly owns Xxx Xxxx, a corporation incorporated under the laws of the PRC . CBTH, ZYHK, the WFOE and Xxx Xxxx are each duly organized, validly existing and in good standing under the laws of their jurisdictions of incorporation and each has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, and is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on its business, operations, properties, assets, condition or results of operation.
Sample 1
Title to Exchange Shares, and Chain of Ownership. As of the date hereof and on the Closing Date, Ms. Xxxxxxx represents and warrants that she has and will have good and marketable title to the Preferred Shares and that she is transferring the Preferred Shares to the Xxxxxxx Shareholders free and clear of any liens, claims or encumbrances. Further, Ms. Xxxxxxx has and will have the right to transfer the Preferred Shares without consent of any other person or entity.
Sample 1
Title to Exchange Shares, and Chain of Ownership. As of the date hereof and on the Closing Date, each KPI Shareholder represents and warrants that he/she/it has and will have good and marketable title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to CXN free and clear of any liens, claims or encumbrances. Further, each KPI Shareholder has and will have the right to transfer his/her/its Exchange Shares without consent of any other person or entity. KPI wholly owns Kunpeng (China) Industrial Development Company Limited, a Hong Kong limited liability company (“KCIDC”); KCIDC owns 92% of the equity of King Eagle (China) Co, Ltd. (PRC), which is a foreign invested entity in the Peoples Republic of China (“King Eagle China”); King Eagle China has entered into various agreements with King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle Technology”) under which it effectively controls King Eagle Technology through a series of contracts or variable interest entity arrangements. Each of the above-listed companies is duly organized, validly existing, and in good standing under the laws of their jurisdictions of incorporation, and each has all requisite corporate power and authority to own its properties and assets, and to conduct its business as now conducted, and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of any of the companies.
Sample 1
Title to Exchange Shares, and Chain of Ownership a. As of the date hereof and on the Closing Date, each HGL Shareholder represents and warrants that he/she/it has and will have good and marketable title to his/her/its Exchange Shares and that he/she/it is transferring his/her/its Exchange Shares to HAL free and clear of any liens, claims or encumbrances. Further, each HGL Shareholder has and will have the right to transfer his/her/its Exchange Shares without consent of any other person or entity. b. HGL wholly owns Huale Holding Co., Limited, a Seychelles company limited by shares (“HHC”); HHC wholly owns Huale (HK) Investment Co., Limited, a Hong Kong private company limited by shares (“HHK”); HHK wholly owns Oianhailewenhua Consulting Management (Shenzhen) Co., Limited, organized in the People’s Republic of China (“OCM”); and OCM wholly owns Shenzhen Yeller Audio and Video Technology Co., Limited, which is organized in the People’s Republic of China (“Shenzhen Yeller”). Each of the above listed companies is duly organized, validly existing and in good standing under the laws of their jurisdictions of incorporation and each has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of any of the companies.
Sample 1

Related to Title to Exchange Shares, and Chain of Ownership

  • 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.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • OWNERSHIP TITLE The Licensed Software is the proprietary property of Symantec or its licensors and is protected by copyright law. Symantec and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Symantec and/or its licensors.

  • Ownership Title to Project Deliverables This clause shall apply where Contractor is commissioned by the Authorized User to furnish project deliverables as detailed in the Purchase Order.

  • 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.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • 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.

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