Issuance and Ownership of WPS Ltd Sample Clauses

Issuance and Ownership of WPS Ltd. Exchange Shares. Upon the issuance by WPS Ltd. on the Closing Date to Holdings LLC of the WPS Ltd. Exchange Shares, Holdings LLC will receive good title to such WPS Ltd. Exchange Shares. Such WPS Ltd. Exchange Shares have been duly authorized and are validly issued, fully paid and non-assessable.
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Issuance and Ownership of WPS Ltd. Exchange Shares. Upon the issuance by WPS Ltd. on the Closing Date to SNSL of the WPS Ltd. Exchange Shares, SNSL will receive good title to such WPS Ltd. Exchange Shares. Such WPS Ltd. Exchange Shares have been duly authorized and are validly issued, fully paid and non-assessable and are free and clear of all Encumbrances other than those provided for in the Stock Call Agreement.
Issuance and Ownership of WPS Ltd. Exchange Shares. Upon the issuance by WPS Ltd. on the Closing Date to TPR Netherlands (or Permitted TPR Assignees) of the WPS Ltd. Exchange Shares in accordance with Section 2.2 of this Agreement, TPR Netherlands (or such Permitted TPR Assignees) will receive good title to such WPS Ltd. Exchange Shares free and clear of all Encumbrances. Such WPS Ltd. Exchange Shares have been duly authorized and are validly issued, fully paid and non-assessable.
Issuance and Ownership of WPS Ltd. Exchange Shares. Upon the issuance by WPS Ltd. on the Closing Date to each TPRS Equity Owner (or its Permitted TPR Assignee) of the WPS Ltd. Exchange Shares issuable to such TPRS Equity Owner hereunder in accordance with Section 2.2 of this Agreement, such TPRS Equity Owner (or its Permitted TPR Assignee) will receive good title to such WPS Ltd. Exchange Shares free and clear of all Encumbrances. Such WPS Ltd. Exchange Shares have been duly authorized and are validly issued, fully paid and non-assessable.

Related to Issuance and Ownership of WPS Ltd

  • Transfer and Ownership of Warrants (1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

  • Subsidiaries and Ownership of Stock Schedule 5.9 is a complete and accurate list of the Subsidiaries of such Borrower, showing the jurisdiction of incorporation or organization of each Subsidiary and showing the percentage of such Borrower's ownership of the outstanding stock or other interest of each such Subsidiary. All of the outstanding capital stock or other interest of each such Subsidiary has been validly issued, is fully paid and nonassessable and is owned by such Borrower free and clear of all Liens.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company. Section 4.05

  • Ownership of Rights The Optionee shall have no rights as a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to said optionee for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided under the terms and conditions of this Agreement.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

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