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. 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. 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. As of the date of this Agreement, such Seller is the registered and beneficial owner of the number and class of securities in the capital of the applicable Company, as applicable, as set out opposite such Seller’s name on Schedule 3.1(e) of the Sellers’ Disclosure Letter, in each case with good and valid title thereto, free and clear of all Liens other than Liens arising under the Charter Documents of the relevant Company, the Shareholders Agreement and applicable securities Laws.
Title to Purchased Securities. (a) GFI represents and warrants that, GFI is the registered and beneficial owner of the GFI Purchased Shares (except the GVI/GFI Purchased Shares) with good and valid title thereto, free and clear of all Liens other than the Computershare Lien.
Title to Purchased Securities. (a) Such Seller is, as of the date hereof, the sole lawful record and beneficial owner of the Purchased Securities set forth next to such Seller’s name on Section 4.03(a) of the Company Disclosure Letter. Such Seller owns such Purchased Securities free and clear of all Liens (other than restrictions on transfer under the Securities Act or applicable state securities Laws or pursuant to the Organizational Documents of the Company) and has good, valid and marketable title to such Purchased Securities.
Title to Purchased Securities. (a) The GICMB Shares and Bay Talent Shares are owned by GFI as the registered and beneficial owner thereof with good and valid title thereto, free and clear of all Liens other than: (i) the private company transfer restrictions in the respective articles of GICMB and BTG and the shareholder agreement of BTG (the “BTG Shareholder Agreement”); and (ii) the Liens granted by the Seller to Computershare Trust Company of Canada pursuant to the Indentures.
Title to Purchased Securities. Each Significant Selling Securityholder is the sole registered and beneficial owner of the Purchased Securities set out beside its name in Exhibit “A” and has good and valid title thereto, free and clear of all Liens, except, in the case of 2629331 Ontario Inc., the Liens held by the Collateral Agent (as defined below) on behalf of the holders of the 262 Debentures (as defined below) that will be discharged on Closing. Upon completion of the transactions contemplated by this Agreement, the Purchaser will have legal and beneficial and good and valid title to each of the Purchased Securities of each Significant Selling Securityholder, free and clear of all Liens. Except for the FLX USA (which will be terminated on Closing if approved under the Company Plan of Arrangement) and, in the case of 2629331 Ontario Inc., the letter dated January 12, 2021 to 2629331 Ontario Inc. from 2630313 Ontario Inc., in its capacity as collateral agent (the “Collateral Agent”) for the holders of the senior secured convertible debentures and the junior secured convertible debentures of 2629331 Ontario Inc. issued on May 1, 2018 (the “262 Debentures”), such Significant Selling Securityholder’s Purchased Securities are not subject to the terms of any shareholder agreements, pooling agreements, voting trusts, proxies or other similar agreements.
