Ownership and Possession of Shares. Seller is the record and beneficial owner of all of the issued and outstanding Shares and Seller will deliver to Purchaser at the Closing record and beneficial ownership of the Shares, in each case free and clear of all Liens, except for any Liens created by the Transaction Documents and Liens arising under the Securities Act or any applicable securities laws.
Ownership and Possession of Shares. The Seller's Purchased Subsidiaries' shares and interests and the certificates representing such shares and interests are as of the date hereof, and at all times shall be free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agree ment and the restrictions on transfer contained in the agreements with the other owners of the Seller's Foreign Subsidiaries.
Ownership and Possession of Shares. (a) The Shares and the certificates representing the Shares are now owned by the Selling Stockholder, or by a nominee or custodian for the sole and exclusive benefit of the Selling Stockholder and, upon delivery to Purchaser of the surrender and termination by Centerpoint of its rights under the Pledge Agreement as set forth in Section 2.2(g), will be free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act of 1933, as amended (the "Securities Act") or state securities laws.
Ownership and Possession of Shares. Company is the record and beneficial owner of all the issued and outstanding shares of Company Bank and all other Subsidiaries of Company, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
Ownership and Possession of Shares. Go2Net is the record and beneficial owner of all the issued and outstanding Shares. The certificates representing the Shares are held by Go2Net, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws. The sale, conveyance, assignment, transfer and delivery of the Shares to Purchaser pursuant to this Agreement will convey to Purchaser good and marketable title to the Shares, free and clear of any and all Encumbrances, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
Ownership and Possession of Shares. Parent is the record and beneficial owner of all the issued and outstanding shares of Parent Bank, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws.
Ownership and Possession of Shares. The ESOP Shares and the certificates representing the ESOP Shares are now, and at all times during the term hereof shall be, owned by the ESOP and held by such ESOP, or by a trustee, nominee or custodian for the sole and exclusive benefit of such ESOP, free and clear of all Encumbrances whatsoever, except for (a) that portion of the ESOP Shares that remain as pledged collateral (the "Pledged Shares") pursuant to that certain ESOP Loan and Pledge Agreement by and between NY Medical and HSBC Bank USA, as trustee, dated as of November 30, 2000 (the "Loan and Pledge Agreement"), (b) any Encumbrances created by this Agreement and (c) Encumbrances arising under the Securities Act or state securities laws.
Ownership and Possession of Shares. Seller is the sole record and beneficial owner of all the Shares free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement, Encumbrances arising under the Securities Act or any applicable state securities laws. Seller is not a party to, or bound by, any agreement creating rights in or to the Shares, and Seller has the power and legal right to sell, assign, transfer and deliver the Shares as contemplated by this Agreement. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreements, proxies, calls or rights to subscribe of any character relating to such Shares.
Ownership and Possession of Shares. Seller is the sole record and beneficial owner of all the Shares, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state securities laws. Seller is not a party to, or bound by, any agreement creating rights with respect to the Shares and has full power and legal right to sell, assign, transfer and deliver the Shares. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, voting trust agreements, proxies, calls or rights to subscribe of any character relating to such Shares. There are no adverse claims to the ownership of any of such Shares (or any capital stock or other equity or ownership interest of the Company) and neither the Seller nor the Company has received any notice of an adverse claim.
Ownership and Possession of Shares. STI is the record and beneficial owner of all of the NPT Shares. As of the date hereof, the certificates representing the NPT Shares are, and at all times through the Closing shall be, held by STI or by a nominee or custodian for the sale and exclusive benefit of STI, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any or any applicable state securities laws. SBV is the record and beneficial owner of all the BVI Shares. As of the date hereof, the certificates representing the BVI Shares are, and at all times through the Closing shall be, held by SBV or by a nominee or custodian for the sole and exclusive benefit of SBV, free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or any applicable state or foreign securities laws.
