Ownership of Seller Shares. As of the date hereof, except as otherwise disclosed in Section 4.01(z) of the Buyer Disclosure Schedule, neither Buyer nor, to the actual knowledge of Buyer, any of its affiliates (as such term is defined under the Exchange Act), (i) beneficially owns, directly or indirectly, any Seller Shares, or (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any Seller Shares.
Ownership of Seller Shares. The Sellers have good and marketable title to such Seller’s Seller Shares, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, security interests, options and adverse claims or rights whatsoever. Upon consummation of the purchase contemplated hereby, the Investor will acquire from the Seller good and marketable title to such Seller’s Seller Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, security interests, options and adverse claims or rights whatsoever.
Ownership of Seller Shares. As of the date hereof, except as otherwise disclosed in Section 4.01(y) of the Buyer Disclosure Schedule, neither Buyer nor, to the actual knowledge of Buyer, any of its affiliates or associates (as such terms are defined under the Exchange Act), (i) beneficially owns, directly or indirectly, any Seller Shares, (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any Seller Shares, or (iii) has been an “interested shareholder” (as such term in defined in Section 1704.01 of the OGCL) of Seller at any time within the last three years.
Ownership of Seller Shares. The persons listed on Exhibit 3.1.1 are the only record and beneficial owners of the Seller’s shares. The persons listed on Exhibit 3.1.1 possess good and merchantable title to the Seller’s shares, and own the Seller’s shares free and clear of any and all security interests, agreements, restrictions, claims, liens, pledges and encumbrances of any nature or kind. The person listed on Exhibit 3.1.1 have the absolute and unconditional right to sell, assign, transfer and deliver the Seller’s shares to the Buyer in accordance with the terms of this Agreement.
Ownership of Seller Shares. As of Closing, the Seller will be the sole owner of the Seller Shares, free and clear of all liens, encumbrances, and restrictions whatsoever, except that the Seller Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any other applicable securities laws. By the transfer of the Seller Shares to HWWI pursuant to this Agreement, HWWI shall acquire not less than approximately 99.44% of the capital stock of PIP, free and clear of all liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the Seller Shares shall not have been registered under the Securities Act or any other applicable securities laws.
Ownership of Seller Shares. The Seller owns of record and beneficially 69,325,593 Ordinary Shares which currently represent 44.54% of the issued and outstanding share capital of the Company on a non-fully diluted basis (after excluding 4,467,990 dormant shares of the Company from the aggregate number of Ordinary Shares outstanding) and 42.48% (as of October 31, 2012, excluding dormant shares) on a fully diluted basis. Except for the Liens existing on the Additional Purchased Shares on the Effective Date which will be removed at or prior to the applicable Deferred Closing Date, the Purchased Shares when delivered by Seller to the Purchaser pursuant to this Agreement at the Closing will be free and clear of any and all Liens, other than the Xxxxxxxxx Pledge which will continue to be in effect as of and following the Closing. Except for the Liens existing on the Additional Purchased Shares on the Effective Date which will be Execution Copy removed at or prior to the applicable Deferred Closing Date, no Person has claimed to be entitled to a Lien in relation to the Purchased Shares. Other than as set forth in Schedule 3.1, there are no Liens on the Purchased Shares and the Seller does not own, directly or indirectly, any other shares, warrants or securities of the Company or rights to acquire such shares, warrants or securities of the Company.
Ownership of Seller Shares. As of the date hereof, except as otherwise disclosed in Section 4.01(y) of the Buyer Disclosure Schedule, neither Buyer nor any of its affiliates or associates (as such terms are defined under the Exchange Act), (i) beneficially owns, directly or indirectly, (ii) is a party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, any Seller Shares, (iii) has been an "interested shareholder" (as such term in defined in Section 203 of the DGCL) of Seller at any time within the last three (3) years or (iv) is an "Interested Stockholder" of Seller (as such term is defined in Article Eighth of Seller's certificate of incorporation).
Ownership of Seller Shares. Seller owns and has good and valid title to the Seller Shares free and clear of all security interests, liens, claims and similar encumbrances.
Ownership of Seller Shares. (a) Each of the Sellers owns of record and beneficially all of the Seller Shares set forth opposite such Seller's name on Schedule A hereto, free and clear of all liens, pledges, encumbrances, charges, restrictions on transfer, agreements or claims, subscriptions, options, warrants, calls, proxies, rights, commitments, restrictions or agreements of any kind and has full power and legal right to sell, assign, transfer and deliver the same. Such Seller is not a party to any voting trust, proxy or other agreement with respect to any of the Seller Shares. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Seller Shares, upon delivery to the Purchaser of certificates representing the Seller Shares (duly endorsed for transfer or with properly executed stock powers attached thereto), and upon each of the Sellers receipt of his allocable portion of the Purchase Price, good and valid title to the Seller Shares will pass to the Purchaser, free and clear of all liens, pledges, encumbrances, charges, restrictions on transfer, agreements or claims, subscriptions, options, warrants, calls, proxies, rights, commitments, restrictions or agreements of any kind.
Ownership of Seller Shares. The Seller Shares are owned beneficially and of record by Seller, free and clear of any Encumbrances, and are not the subject of any agreement relating to the acquisition, disposition or voting of the Seller Shares.
