Title to Sale Shares and AZR SPV Shares Sample Clauses

Title to Sale Shares and AZR SPV Shares. 2.1. The Sale Shares are duly authorized, fully paid-up equity shares, duly stamped and validly issued in compliance with Applicable Law, the respective Constitutional Documents of the relevant Group SPVs and were not issued in contravention of any pre-emptive right or similar right. 2.2. The AZR SPV Shares are duly authorized, fully paid-up equity shares, duly stamped and validly issued in compliance with Applicable Law, the respective Constitutional Documents of the respective AZR SPVs and were not issued in contravention of any pre-emptive right or similar right. 2.3. Each of the Sellers is the absolute legal and beneficial owner, free of all Encumbrances (except the Existing Encumbrances and PPA Restrictions), of the Sale Shares set out in Schedule 3, and holds valid title to the Sale Shares (including the right to receive all distributions and dividends declared, paid or made in respect of the Sale Shares, except to the extent provided under Clause 4.07 and 4.08 of the Indenture dated 24 September 2019 (forming part of the Bond Documents ) and the specific restrictions on receiving dividends or distributions with respect to the Sale Shares as provided under the terms of the Existing Facility Agreements), with full right and authority to sell and deliver the same to the Purchaser under this Agreement, and upon sale and delivery of the Sale Shares as contemplated in this Agreement, will convey to the Purchaser full legal (all rights, title and interests) and beneficial ownership to the Sale Shares, free and clear of all Encumbrances (except Existing Encumbrances and PPA Restrictions). All issuances and transfers of any of the Equity Securities of the Group SPVs have been undertaken in accordance with Applicable Law and the Material Contracts. 2.4. AZR Genco is the absolute legal and beneficial owners (as applicable), free of all Encumbrances (except the Existing Encumbrances and PPA Restrictions), of the AZR SPV Shares set out in Schedule 13, and holds valid title to the AZR SPV Shares (including the right to receive all distributions and dividends declared, paid or made in respect of the AZR SPV Shares, except to the extent specific restrictions on receiving dividends or distributions of cash with respect to the AZR SPV Shares as provided under the terms of the Existing Facility Agreements). All issuances and transfers of any of the Equity Securities of the AZR SPVs have been undertaken in accordance with Applicable Law and the Material Contracts. 2.5....
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Related to Title to Sale Shares and AZR SPV 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.

  • 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.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • 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.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • 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.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

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