Common use of Ownership of Shares and Other Securities Clause in Contracts

Ownership of Shares and Other Securities. Such Shareholder is, and will be immediately prior to the Effective Date, the sole registered and beneficial owner of its Shareholder’s Shares shown opposite its name as being beneficially owned in Schedule 4.1(b), with good and marketable title thereto, free and clear of all Encumbrances, and has full legal right, power and authority to enter into this Agreement, to deposit, or to cause the deposit of, its Shareholder’s Shares under the Offer and to sell, or to cause the sale of, its Shareholder’s Shares to the Offeror pursuant to the Offer; upon take-up of and payment for its Shareholder’s Shares, such Shareholder will have conveyed to the Offeror good and marketable title to its beneficially owned Shareholder’s Shares, free and clear of any Encumbrances (excluding any Encumbrances that have been granted by or that may be claimed in respect of the Offeror).

Appears in 3 contracts

Samples: Shareholder Support Agreement (Baker Julian), Shareholder Support Agreement (AnorMED Inc.), Shareholder Support Agreement (Millennium Pharmaceuticals Inc)

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Ownership of Shares and Other Securities. Such Shareholder is, and will be immediately prior to the Effective Datedate hereof, the sole registered and beneficial owner of its Shareholder’s 's Shares shown opposite its name as being beneficially owned in Schedule 4.1(b), with good and marketable title thereto, free and clear of all Encumbrances, and has full legal right, power and authority to enter into this Agreement, to deposit, or to cause the deposit of, its Shareholder’s 's Shares under the Offer and to sell, or to cause the sale of, its Shareholder’s 's Shares to the Offeror pursuant to the Offer; upon take-up of and payment for its Shareholder’s 's Shares, such Shareholder will have conveyed to the Offeror good and marketable title to its beneficially owned Shareholder’s 's Shares, free and clear of any Encumbrances (excluding any Encumbrances that have been granted by or that may be claimed in respect of the Offeror).

Appears in 2 contracts

Samples: Shareholder Support Agreement (Genzyme Corp), Shareholder Support Agreement (Genzyme Corp)

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Ownership of Shares and Other Securities. Such Shareholder is, and will be immediately prior to the Effective Datedate hereof, the sole registered and beneficial owner of its Shareholder’s Shares shown opposite its name as being beneficially owned in Schedule 4.1(b), with good and marketable title thereto, free and clear of all Encumbrances, and has full legal right, power and authority to enter into this Agreement, to deposit, or to cause the deposit of, its Shareholder’s Shares under the Offer and to sell, or to cause the sale of, its Shareholder’s Shares to the Offeror pursuant to the Offer; upon take-up of and payment for its Shareholder’s Shares, such Shareholder will have conveyed to the Offeror good and marketable title to its beneficially owned Shareholder’s Shares, free and clear of any Encumbrances (excluding any Encumbrances that have been granted by or that may be claimed in respect of the Offeror).

Appears in 1 contract

Samples: Shareholder Support Agreement (AnorMED Inc.)

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