Transferred Equity Interests. In addition, pursuant to the terms and subject to the conditions set forth in this Agreement, on the Closing Date, SF will sell, convey, assign and transfer to Enghouse UK and Enghouse Netherlands, as applicable, and Enghouse UK and Enghouse Netherlands, as applicable, will purchase, acquire and accept, the Transferred Equity Interests, free and clear of all Encumbrances other than transfer restrictions under applicable securities Laws.
Transferred Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
Transferred Equity Interests. Seller or a Selling Affiliate has good and valid title to the applicable Purchased Companies’ Equity Interests set forth opposite Seller’s or such Selling Affiliate’s name in Section B of the Seller Disclosure Schedule, in each case free and clear of any Liens, and is the record and beneficial owner thereof. Each Purchased Company has good and valid title to the Purchased Company Subsidiaries’ Equity Interests set forth opposite such Purchased Company’s name in Section B of the Seller Disclosure Schedule, free and clear of all Liens, and is the record and beneficial owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of the Purchased Companies’ Equity Interests, upon delivery to Purchaser at the Closing of certificates representing the Purchased Companies’ Equity Interests, duly endorsed by Seller or the applicable Selling Affiliate for transfer to Purchaser, and upon Seller’s receipt of the Closing Date Amount, good and valid title to the Purchased Companies’ Equity Interests will pass to Purchaser, free and clear of any Liens, other than those arising from acts of Purchaser or its Affiliates.
Transferred Equity Interests. (a) The Sellers have good and valid title, of record and beneficially, to all of the Transferred Equity Interests, free and clear of all Liens, other than Permitted Liens, and the Transferred Equity Interests (prior to the issuance of the Issued Equity Interests) constitute all of the issued and outstanding equity interests of the Company.
Transferred Equity Interests. CBH is the sole record and direct beneficial owner of, and has good and valid title to, the Xxxxxxx Equity Interests, free and clear of all Liens, other than Limited Transfer Liens. Cooperatief is the sole legal and direct beneficial owner of, and has good and valid title to, the BV Equity Interests, free and clear of all Liens, other than Limited Transfer Liens. On the Closing Date, the Sellers shall transfer to Buyer, and Buyer shall acquire, good and valid title to the Transferred Equity Interests free and clear of all Liens, options, proxies, voting trusts or agreements and other restrictions and limitations of any kind, other than applicable Limited Transfer Liens. No Person other than the Sellers has any existing right, agreement, claim or option to purchase, sell, transfer, own, acquire or dispose of any of the Transferred Equity Interests, other than the Limited Transfer Liens.
Transferred Equity Interests. Other than the Transferred Equity Interests, the Purchased Assets do not include any ownership interests, partnership interests, membership interests or capital stock held by Sellers in any Person. Schedule 4.34 identifies as to the Transferred Equity Interests: (a) the type of organization of the Joint Venture Entity (e.g., corporation, limited partnership, limited liability company, etc.) and the state of such entity’s organization; (b) the type of interest to be transferred (e.g., membership, partnership, stock, etc.); (c) the ownership percentage of such interest held by the applicable Seller as compared to the total outstanding interests in the Joint Venture Entity; (d) all other Persons holding an interest in the Joint Venture Entity and the percentage interest held by each such other Person; and (e) all consents necessary to transfer the Transferred Equity Interests to Buyer. Sellers own and hold good and beneficial interest in and to the Transferred Equity Interests, and, except as provided on Schedule 4.34, free and clear of all Encumbrances, restrictions, rights of first refusal, voting trusts, voting agreements, buy/sell agreements, preemptive rights or any other interest. The Transferred Equity Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Sellers have provided Buyer with true and complete copies of the organizational documents (i.e., articles of incorporation, bylaws, partnership agreements, articles of organization, regulations, etc.) of the Joint Venture Entity. The Transferred Equity Interests were issued to and acquired by Sellers in compliance with all applicable state and federal securities Laws.
