Contributed Shares. The term "Contributed Shares" shall have the meaning set forth in the preface.
Contributed Shares. Each Stockholder is the record and beneficial owner of, or is a trust or estate that is the record holder of and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Contributed Shares set forth opposite such Stockholder’s name on Exhibit A hereto, free and clear of any and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature, and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise transfer or dispose of such Contributed Shares), in each case, (1) other than restrictions in favor of the Company pursuant to the Voting Agreement and the Standstill Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act, or the “blue sky” Laws of the various states of the United States, or (2) other than any of the foregoing that would not reasonably be expected to, prevent, impede or delay such Stockholder’s ability to perform such Stockholder’s obligations hereunder. Other than this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer, or cause to be Transferred, any of the Contributed Shares set forth opposite such Stockholder’s name on Exhibit A hereto and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Contributed Shares.
Contributed Shares. Except for the Austrian Shares Contract, the Contributed Shares are owned by Ciba, free and clear of any and all Liens and free of any and all other limitations or restrictions and Ciba has sufficient power and right to sell, assign, transfer, convey and deliver the Contributed Shares to Hexcel, free and clear of any and all Liens and free of any and all other limitations or restrictions (other than the shares of Brochier, the transfer of which is subject to regulation by the Direction du Tresor and the approval of the Departement de Securite in France). The Contributed Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable, and were not issued in violation of any preemptive or other right of any person to acquire such securities. Except for the interest in Danutec owned by PCD Polymere Gesellschaft m.b.H., the Contributed Shares constitute all the capital stock of or other equity interests in the Divested Subsidiaries. Except for the right to purchase the Danutec Shares or wind up Danutec pursuant to the Austrian Shares Contract, there are no (i) securities of Ciba or any of its Subsidiaries or affiliates convertible into or exchangeable for capital stock of, other voting securities of or other equity interests in any Divested Subsidiary or (ii) securities, options, warrants, calls or other rights or obligations that require Ciba or any of its Subsidiaries or affiliates to issue, deliver or sell additional shares of capital stock of or other voting securities of or other equity interests in (or securities convertible into or exchangeable for the same) any Divested Subsidiary. None of the Divested Subsidiaries has any interest in any other entity, including subsidiaries, joint ventures or partnerships. Upon transfer to Hexcel of the Contributed Shares, Hexcel will have good and marketable title to the Contributed Shares, free and clear of any and all Liens and free of any and all other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such Contributed Shares) (other than the shares of Brochier, the transfer of which is subject to regulation by the Direction du Tresor and the approval of the Departement de Securite in France). There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of any Divested Subsidiary may vote. Neither the Contributed Shares nor any shares of capital stock of any Dives...
Contributed Shares. “Contributed Shares” shall mean all of the shares of capital stock of Smithfield France held by Smithfield.
Contributed Shares. Subject to any Contributed Shares transferred pursuant to Section 6(b), the Contributed Shares set forth opposite each Stockholder’s name on Exhibit A hereto are owned beneficially by such Stockholder, free and clear of any Liens (including any restrictions on the right or power to vote, consent with respect to, or otherwise dispose of the Contributed Shares, other than pursuant to this Agreement and the Voting Agreement and the power, authority and discretion of the Stockholders of such Contributed Shares), except for any Liens that would not reasonably be expected, either individually or in the aggregate, to prevent or materially delay the ability of any such Stockholder to perform fully its obligations hereunder.
Contributed Shares. The term “Contributed Shares” shall have the meaning set forth in the recitals.
Contributed Shares. Preamble........................1 Contribution...........................Preamble........................1
Contributed Shares. Such Investor represents and warrants that (i) it is the sole record and beneficial owner of the Contributed Shares held by such Investor, free and clear of any encumbrances and (ii) it is not a party to, or bound by, any agreement, arrangement, contract, instrument or order (other than the Voting Agreement and this Agreement) relating to (w) the grant of pre-emptive rights to purchase or obtain any equity interests in the Company, (x) the sale, repurchase, assignment or other transfer of any capital stock or equity securities of the Company, (y) the receipt of dividends, proxy rights or voting rights of any capital stock or other equity securities of the Company or (z) rights to registration under the Securities Act or the Securities Exchange Act of 1934, as amended, or any capital stock or equity securities of the Company. Upon the consummation of the contribution transactions contemplated by this Agreement and subject to the consummation of the Transaction, Parent will acquire such Investor’s Contributed Shares free and clear of any restrictions on transfer (other than such restrictions under the Stockholders Agreement, under applicable federal and state securities laws and state community property laws), taxes, liens, encumbrances, claims or demands, other than liens or encumbrances created or expressly permitted by Parent.
Contributed Shares. Upon completion of the SA Closing in accordance with the terms of this Agreement, good and marketable title to the Contributed Shares will be transferred to XC, free and clear of all Liens (other than any Liens arising under any applicable securities Laws), and as a result XC will indirectly own 100% of all outstanding FX Securities (as defined in the Redemption Agreement).
Contributed Shares. American Enterprise Solutions, Inc., (AESI), a privately-held Florida corporation is the owner of 368,815 AMER Series A Preferred Shares which, among other rights, may be converted into the Company's no par value Common Shares at the rate of 44.11 Common Shares for each Series A Preferred Share. The Series A Preferred Shares have been held by AESI since 1998 and the Common Shares which are received by virtue of converting the Series A Preferred Shares could be issued without restriction. As a part of the transaction contemplated hereby, AESI has agreed to contribute 6,657,499 unrestricted AMER common shares (the "Contributed Shares:") which shall be delivered according to the instructions contained in Exhibit B Distribution of AMER Shares. Thereafter, AMER shall issue 6,657,499 restricted AMER common shares to AESI. In summary: Total AMER Common Shares due through this exchange: 17,732,965 Minus Contributed Shares (6,657,499) Newly-Issued AMER Common Shares 11,075,466 Sub-total 11,075,466 Contributed Replacement restricted common shares to AESI 6,657,499 Total AMER Common Shares issued through this exchange 17,732,965
