Title to the Sale Shares Sample Clauses

Title to the Sale Shares. The Sale Shares constitute 100% of the issued and outstanding share capital of the Company, the Transferor is the sole legal and beneficial owner of the Sale Shares, and no claim has been made by any person to be entitled to any of them. The Company is authorised to issue 1500 registered shares with a par value of USD1.00 per share, all of which shares have been validly issued, are fully paid and non-assessable. There is no Security Interest, option, conversion right, right to acquire, or other adverse interest, right, equity, claim or potential claim of any description on or over or affecting any of the Sale Shares nor are there any agreements, arrangements or commitments to give or create any such Security Interest, right or claim, and no claim has been made by any person to be entitled to any.
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Title to the Sale Shares. Each Seller legally and beneficially owns the Sale Securities set forth next to its name in the column entitled “Sale Securities” in Schedule I hereto to be sold to the Company at the Closing, free and clear of any mortgage, pledge, lien, encumbrance, security interest or charge of any kind, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions or other encumbrances of any nature whatsoever.
Sample 1
Title to the Sale Shares. 8.1 The Seller is the legal and beneficial owner of the Sale Shares free from any Encumbrances. 8.2 The issued share capital of the Company is comprised of: (i) [***] ([***] ordinary shares with a nominal value of RUB [***] each; (ii) [***] Preference Share A; and (iii) [***] Preference Share B. The Sale Shares represent [***] ordinary shares of the Company and [***] Preference Share A of the Company. 8.3 No decision has been taken by the Seller or the Company nor has any other arrangement or agreement been made, in each case which has not been fulfilled, that may result in a change in the amount or other reorganisations of the share capital of the Company, save as expressly contemplated by the Pre-Completion Reorganisation Steps Plan. 8.4 No person has any right (whether exercisable now or in the future and whether contingent or otherwise) to require the Company:
Sample 1
Title to the Sale Shares. The Seller is the registered and beneficial owner of the Sale Shares, such Sale Shares having been validly issued and outstanding as fully paid shares. The Seller has good and marketable title, free and clear of any Liens (other than those created by the Shareholder's Agreement) and there are no shareholders agreements (except the Shareholder's Agreement), pooling agreements, voting trusts or other agreements or understandings with respect to the voting of the Sale Shares. The Sale Shares constitute 67% (sixty seven percent) of the common shares of the Company issued and outstanding as of the Closing Date and there are no other securities of the Company outstanding as of the date hereof.
Sample 1
Title to the Sale Shares. 3.1 The Seller owns the Sale Shares and has full power, capacity and, subject to any required third-party consent, authority to sell the Sale Shares and to perform all of its other undertakings set forth in this Agreement (subject to fulfilment of the Conditions). 3.2 The Sale Shares are not subject to any Encumbrance and are freely transferable to the Buyer. 3.3 The Sale Shares have been legally and validly issued and are fully paid up.
Sample 1
Title to the Sale Shares. As of immediately prior to the execution and delivery of this Agreement by the Parties, the Seller is the sole and exclusive record owner of the Sale Shares, free and clear of any Encumbrances and restrictions on transfer (other than Encumbrances and restrictions under applicable securities Laws and the Memorandum and Articles of Association). Other than this Agreement, the Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Sale Shares, and there are no outstanding contracts or understandings to which the Seller is a party involving the purchase, sale or other acquisition or disposition of the Sale Shares or any interest therein. The extract of Register of Members of eLong and related certification issued by the registered office provider of eLong and delivered to the Purchaser by Seller pursuant to Section 2.3 hereof, evidencing the ownership by the Purchaser of all of the Sale Shares, evidences the transfer to the Purchaser good and valid title to such Sale Shares, free and clear of all Encumbrances and restrictions on transfer (except for restrictions on transfer under applicable securities Laws and the Memorandum and Articles of Association) and the Sale Shares to be transferred hereunder by the Seller to the Purchaser shall have been duly authorized and validly issued, and be fully paid and nonassessable with the Purchaser being entitled to all rights accorded to a holder of Ordinary Shares. The sale of the Sale Shares pursuant to this Agreement is not subject to preemptive or other similar rights of any security holder of eLong or the Seller.
Sample 1

Related to Title to the Sale Shares

  • 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 the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • 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 the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • 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.

  • 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.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

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

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

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