Common use of Asset Clause in Contracts

Asset. (a) The assets listed in Schedule 2 (Shares) are all of the Shares in which he has an interest. (b) Subject to this Deed, the Chargor is the sole legal and beneficial owner of Shares registered in his name and he is the sole beneficial owner of Shares registered in the name of Securities Agent and that these Shares are free from Encumbrances. (c) He has good and marketable title to the assets subject to the Security created by him pursuant to this Deed, free from all Security except the Security created pursuant to, or permitted by, this Deed. (d) The Shares which are Security Assets are duly authorized, validly issued, fully paid and not subject to any option to purchase or similar rights. There are no moneys or liabilities outstanding or payable in respect of the Shares nor will there be any and they have not been redeemed nor cancelled in any way nor will they be. (e) The constitutional and governing documents of the company whose shares are Security Assets do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of all or any part of the Security Assets. (f) There are no agreements in force which provide for the issue or allotment of or grant any person the right to call for the issue or allotment of, any share or loan capital of the company whose shares are Security Assets (including any option or right of pre-emption or conversion).

Appears in 3 contracts

Sources: Security Agreement (Flag Ship Acquisition Corp), Security Agreement (Flag Ship Acquisition Corp), Security Agreement (Flag Ship Acquisition Corp)