Title to Sale Shares. The Seller holds and has good and valid title to the Sale Shares, free from all preemptive or similar rights and Encumbrances. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Sale Shares, upon delivery to the Purchaser at the Closing of instruments sufficient to transfer the Sale Shares, and upon the Seller’s receipt of the Consideration, good and valid title to the Sale Shares will pass to the Purchaser, free from all preemptive or similar rights and Encumbrances.
Title to Sale Shares. Seller is the legal, beneficial and record owner of the Sale Shares, and has good title thereto, free and clear of any claim, lien, pledge, Option, charge, security interest or encumbrance of any nature whatsoever, including without limitation any agreements restricting the transferability of the Sale Shares, and will transfer such good title to Purchaser, free and clear of any liens.
Title to Sale Shares. (a) As at the date of this Agreement and the Completion Date, the Seller has or will have legal and beneficial ownership of, and good and valid title to, all of the Sale Shares owned by the Seller free and clear of all Liens.
(b) The Seller has not voluntarily disposed of, liquidated, mortgaged, sold, assigned, transferred, delivered, converted, exchanged, redeemed, exercised, repaid, waived, released, compromised, settled, satisfied or declared any trust in any interest in any of the Sale Shares.
(c) To the Sellers' Knowledge, as of the Reference Date and the date hereof, the Seller holds and the Sale Shares constitute 2.3% of the equity securities of ARL on a fully-diluted basis.
Title to Sale Shares. Seller is the sole record and beneficial owner of the Sale Shares and has valid marketable title to the Sale Shares, free and clear of any pledge, lien, security interest, pre-emptive right, claim, equitable interest or other encumbrance of any nature whatsoever (collectively, “Encumbrances”), other than obligations under the Company’s constituent documents and shareholder agreements and except for restrictions arising under (i) the Securities Laws or applicable “blue sky” laws; (ii) the Israeli Securities Law and regulations promulgated thereunder, this Agreement, the Shareholders Agreement, the Registration Rights Agreement, or under the Company’s Articles. “Securities Laws” means the United States Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the listing rules of, or any listing agreement with the Principal Markets (as defined below), state securities laws and regulations, and any other applicable law regulating securities or takeover matters. Upon the sale and transfer of the Sale Shares, and payment therefor, in accordance with the provisions of this Agreement, Purchaser will acquire valid marketable title to the Sale Shares, free and clear of all Encumbrances, other than obligations under the Company’s constituent documents and shareholder agreements, and will acquire all of Seller’s right, title and interest in and to the Sale Shares. Privileged and Confidential Execution Version
Title to Sale Shares. The Seller is the legal owner of, and is entitled to transfer the full legal ownership of the Sale Shares, and, upon delivery of the Sale Shares by the Seller to the Purchaser at Closing, the Sale Shares will have no restrictions on transferability and no person other than the Purchaser will have any rights with respect to the Sale Shares. All of the Sale Shares have been duly authorized, validly issued and fully paid in accordance with applicable Laws, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Title to Sale Shares. Seller (a) holds and has good and valid title to the Sale Shares, free and clear of all Liens, other than transfer restrictions imposed under applicable securities Laws, and (b) is the sole record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Sale Shares, upon delivery to Purchaser at the Closing of instruments sufficient to transfer such Sale Shares, and upon Seller’s receipt of the Purchaser Share Consideration deliverable to Seller pursuant to Section 2.01(b)(i) and, with respect to the Class B Shares, the entry of the name of the Purchaser on the share register of the Company, good and valid title to such Sale Shares will pass to Purchaser, free and clear of all Liens, other than those arising under applicable securities Laws or as a result of the actions by Purchaser. Other than this Agreement and the Monsoon Transaction Agreement, Seller is not party to any voting trust, stockholder agreement, proxy or other Contract with respect to the voting, redemption, sale, pledge, transfer or other disposition of the Sale Shares.
Title to Sale Shares. (a) Seller has valid and unencumbered title to all of the Sale Shares and to each of the Additional Shares, if any, to be sold by it pursuant to this Agreement.
(b) At the Closing, full and valid title to the Sale Shares to be sold by Seller will be transferred to Buyer credited as fully paid up, and free and clear of any pledge (other than the Pledge) or other security interest, lien, or purchase option, right of first refusal or other right of any third party.
(c) At the Closing, with the exception of the Share Buyback and the sale of Shares to Buyer contemplated in this Agreement, Seller will not be committed to sell or otherwise dispose of any Shares or any dividend shares or other non-capital shares, bonds or other rights convertible into shares, or warrants, options or other financial instruments entitling the holder to acquire any Shares of the Company.
Title to Sale Shares. Seller is the lawful owner of the Sale Shares. Since the date of the issuance of the Sale Shares to Seller, there has been no event, or action taken (or failure to take action) by or against Seller, which has resulted or might result in the creation of any Encumbrance on the Sale Shares. Seller has good, valid and marketable title to the Sale Shares, free and clear of all Encumbrances, with full right and lawful authority to sell and transfer the shares to Buyers pursuant to this Purchase Agreement.
Title to Sale Shares. Such Seller has good and marketable title (beneficially and of record) to all of the Sale Shares owned by him, her or it, as set forth opposite such Seller’s name on Schedule 1 hereto, free and clear of any Encumbrances whatsoever, and none of such Sale Shares is subject to any outstanding option, warrant, call or similar right of any other Person to acquire the same, any restriction on transfer thereof except for the Shareholders Agreement which will be terminated upon completion of the Closing as provided in Section 9.7 and restrictions imposed by applicable securities laws, or any proxy or power of attorney. Upon consummation of the transactions contemplated herein in accordance with the terms hereof, Buyer will hold good and marketable title to all such Sale Shares, free and clear of any Encumbrances whatsoever, other than Encumbrances resulting from acts, events, or circumstances solely within the control of Buyer. Such Seller does not (a) own, beneficially or of record, any Shares or other equity securities of the Company other than the Sale Shares set forth opposite such Seller’s name on Schedule 1 hereto or (b) have any option, warrant, call or similar right to purchase any Shares or other equity securities of the Company. There are no agreements or arrangements to which such Seller is a party relating to the Business or to such Seller’s rights and obligations as a shareholder of the Company other than the Shareholders Agreement. Such Seller does not own, directly or indirectly, on an individual or joint basis, any material interest in, or serve as an officer or director of, any customer, competitor or supplier of the Company or the US Subsidiary. Notwithstanding anything herein to the contrary, the representation in the preceding sentence shall not apply to any of the portfolio companies of the Investors.
Title to Sale Shares. Each Seller (a) is the record and legal owner of the Sale Shares as set forth on Exhibit A-1, (b) has full power, right, and authority, and any approval required by Law, where applicable, to make and enter into this Agreement and to sell, transfer, assign, convey and deliver the Sale Shares to the Buyer, and (c) has good and marketable title to such Sale Shares free and clear of all Liens. Upon the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, at the Closing, the Buyer will acquire good and valid title to the Sale Shares free and clear of any and all Liens.
