Title to Purchased Securities. Seller is the sole and exclusive record and beneficial owner of the Purchased Securities and owns such Purchased Securities free from all taxes, liens, claims, encumbrances, mortgage, charges, security interests, pledges, hypothecation, title defect, escrows, lock-up arrangements, right of preemption, put or call right, adverse claim of ownership and restrictions on transfer (except for restrictions or limitations on transfer imposed by applicable United States federal or state securities laws) (“Encumbrances”). Seller has good and valid title to the Purchased Securities. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which Seller is bound relating to its sale or transfer of the Purchased Securities, and, other than this Agreement, the Purchased Securities are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of Purchaser to sell or transfer the Purchased Securities. Delivery to Purchaser of the Purchased Securities in the manner provided in Section 1.3(b) will (i) pass good and marketable title to the Purchased Securities to Purchaser, free and clear of all Encumbrances, and (ii) convey, free and clear of all Encumbrances, any and all rights and benefits incident to the ownership of such Purchased Securities. Other than the Purchased Securities, Seller does not “beneficially own” (as such term is defined under Section 13(d) of the Securities and Exchange Act of 1934, as amended) any Common Shares or any other securities of the Company.
Title to Purchased Securities. The Seller represents and warrants to the Company that it has good and valid title to the Purchased Securities free and clear of lien, mortgage, security interest, pledge, charge or encumbrance of any kind (“Liens”). Delivery of the Purchased Securities to the Company will pass to the Company good and valid title to the Purchased Securities, free and clear of Liens other than those of the Company or under securities laws.
Title to Purchased Securities. The Seller has good, valid and marketable title to the Purchased Securities, and, subject to receipt of the Sale Order, good, valid and marketable title will be transferred to the Purchaser free and clear of any charge, lien (statutory or otherwise), mortgage, lease, hypothecation, encumbrance, pledge, security interest, option, right of use, first offer or first refusal, voting trusts, proxies, easement, servitude, restrictive covenant, encroachment or similar restriction, other than those imposed by the Securities Act (each, an “Encumbrance”, and collectively, “Encumbrances”). The Purchased Securities, constitute all of the shares of capital stock of the Purchaser (or options, warrants or rights to purchase shares of capital stock of the Purchaser or securities convertible into or exchangeable for shares of capital stock of the Purchaser) owned by the Seller (other than those certain 1,917,210 shares of common stock of the Purchaser that the Seller is currently holding in abeyance on behalf of certain warrantholders of the Seller).
Title to Purchased Securities. The Purchased Securities to be issued by the Corporation to the Subscriber will be duly authorized, validly issued and outstanding as fully-paid and non-assessable Class A Common Shares of the Corporation. On Closing, the Subscriber will acquire good and valid title to the Purchased Securities, free and clear of all Encumbrances.
Title to Purchased Securities. He is the legal and beneficial owner of, and has good title to and possesses the Purchased Securities, free and clear of any encumbrances. Liens, charges or any other rights of others;
Title to Purchased Securities. Seller is the beneficial owner of, and Stockholder is the record holder of, the Purchased Securities free and clear of all Liens.
Title to Purchased Securities. Each of the Sellers have good and valid title to the Purchased Securities free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim, and have not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Purchased Securities or their ownership rights in such Purchased Securities or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Purchased Securities.
Title to Purchased Securities. The Seller has good and valid title to the Purchased Securities free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, option, equity or other adverse claim (except for restrictions pursuant to the Securities Purchase Agreement, dated as of February 8, 2010, by and among Citigroup Insurance Holding Corporation, the Purchaser, the Seller, and, with respect to certain provisions specified therein, Citigroup Inc., Warburg Pincus LLC and Warburg Pincus & Co. and other agreements to which the Purchaser is a party, as set forth in the Warrants, or which arise under applicable federal and state securities laws (the “Investment Agreements”)), and has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Purchased Securities or its ownership rights in such Purchased Securities or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Purchased Securities (except for restrictions pursuant to the Investment Agreements).
Title to Purchased Securities. Each Vendor owns that number of the Purchased Securities set out opposite its name on Section 3.2(g) of the Disclosure Letter. Each Vendor owns such Purchased Securities as the registered and beneficial owner with a good title, free and clear of all Encumbrances other than those restrictions on transfer, if any, contained in the articles of association of the Corporation. Upon completion of the transactions contemplated by this Agreement, each Vendor will have transferred to the Purchaser good and valid title to such Purchased Securities, free and clear of all Encumbrances other than (i) those restrictions on transfer, if any, contained in the articles of association of the Corporation, and (ii) Encumbrances granted by the Purchaser.
Title to Purchased Securities. The Vendor is the registered and beneficial owner of all of the Purchased Securities as disclosed as owned by it in Section 3.1(a) of the Sirius Disclosure Letter and as may be adjusted following the consummation of any transactions contemplated in the Transaction Steps Agreement, free and clear of any Encumbrances, and, other than pursuant to the Sirius Shareholders Agreement, no Person has any equity interest, written or oral agreement, option, right or privilege (whether, by law, pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase of any such Purchased Securities (other than Buyer pursuant to the terms of this Agreement). Upon completion of the transactions contemplated by this Agreement, Buyer will have good and valid title to the Purchased Securities, free and clear of all Encumbrances.
