Ownership of the Shares. The Seller is the record and beneficial owner of the Shares. The Seller holds the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another and has the absolute right to sell and transfer the Shares to the Buyer as provided in this Agreement without the consent of any other person or entity. Upon transfer of the Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Shares free and clear of any lien, pledge, encumbrance, charge, security interest, claim or right of another, other than applicable securities laws.
Ownership of the Shares. The Seller owns, beneficially and of record, all of the Shares, free and clear of any liens, claims, equities, charges, options, rights of first refusal, or encumbrances. The Seller has the unrestricted right and power to transfer, convey and deliver full ownership of the Shares without the consent or agreement of any other person and without any designation, declaration or filing with any governmental authority. Upon the transfer of the Shares to the Purchasers as contemplated herein, the Purchasers will receive good and valid title thereto, free and clear of any liens, claims, equities, charges, options, rights of first refusal, encumbrances or other restrictions (except those imposed by applicable securities laws).
Ownership of the Shares. Such Stockholder is the record and beneficial owner of, and has good and marketable title to, such Stockholder’s Shares listed beside such Stockholder’s name on Schedule 1 attached hereto, free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever, and such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Stockholder’s Shares subject to this Agreement. Such Stockholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Sections 1, 2 and 3, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Stockholder’s Shares, with no material limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.
Ownership of the Shares. Buyer is the record and beneficial owner of the Shares free and clear of all liens, encumbrances, purchase rights, claims, pledges, mortgages, security interests, or other limitations or restrictions whatsoever. Buyer is not subject to, or a party to, any Articles of Incorporation or Bylaws provisions, shareholder agreements, buy-sell agreements, contracts, instruments or other restrictions of any kind or character which directly or indirectly restrict or otherwise limit in any manner the voting, sale or other disposition of the Shares.
Ownership of the Shares. Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.
Ownership of the Shares. Each Seller is the owner of record and beneficially of the number of issued and outstanding shares listed in Schedule C. All of the Shares are free and clear of any liens, claims and encumbrances (collectively, "Encumbrances"). Each Seller has the right to transfer title to the Shares to the Purchaser. There are no commitments, agreements or rights relating to the purchase, sale or other disposition of the Shares or any interest therein (including, without limitation, any subscription agreement, preemptive right or right of first refusal). None of the Shares are subject to any voting trust, voting agreement, or other similar agreement or understanding with respect to the voting or control thereof, nor is any proxy in existence with respect to any of the Shares. Upon the sale of the Shares to the Purchaser pursuant to this Agreement, the Purchaser will own the Shares free and clear of all Encumbrances.
Ownership of the Shares. Schafir owns the Shares beneficially and of record, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance. There are no shareholder or other agreements affecting the right of Schafir to convey the Shares to Parent or any other right of Schafir with respect to the Shares, and Schafir has the absolute right, authority, power and capacity to sell, assign and transfer the Shares to Parent free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance (except for restrictions imposed generally by applicable securities laws). Upon delivery to Parent of the certificates for the Shares at the Closing, Schafir will transfer good, valid and marketable title to the Shares, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance.
Ownership of the Shares. A.5.1 The Shares constitute the whole of the issued and allotted share capital of the Company.
Ownership of the Shares. Each of the Selling Shareholder holds of record and beneficially and is the sole registered and beneficial owner of, the number of shares of Common Stock set forth against such Shareholder's name in Schedule 1 to this Agreement, free and clear of any Encumbrances (as hereinafter defined). All of the outstanding shares of Common Stock held of record or beneficially by the Selling Shareholders have been duly and validly issued and are fully paid and non-assessable and were issued or sold (as applicable) to the Selling Shareholders in compliance with all applicable US federal and state securities laws and regulations and none were issued in violation of any pre-emptive or other subscription rights of any person. The Company has complied with and has no liability, contingent or direct, for violation of US federal and state securities laws and regulations, and no claim has been made against the Company asserting any such violation. Each Selling Shareholder has the full and exclusive right, power and authority to transfer to the Purchaser as provided in this Agreement the number of shares of Common Stock, Class C Shares and Class D Shares set forth next to such Selling Shareholder's name in Schedule 1 to this Agreement, free and clear of any security interests, mortgages, pledges, hypothecations, indentures, proxies, shareholder agreements, voting agreements, voting trusts, liens, encumbrances, options, warrants and other rights to purchase, restrictions (other than restrictions under applicable laws) and claims of every kind and character (collectively, "Encumbrances"), and such transfer will not contravene, breach or offend against or result in any default under any indenture, mortgage, lease, agreement, obligation, instrument, charter or by-law provision, statute, regulation, order, judgement, decree, license, permit or law to which any Selling Shareholder is subject or by which any Selling Shareholder or such Selling Shareholder's property is bound or affected. The certificate(s) representing the shares to be surrendered to the Purchaser are genuine and upon delivery to the Purchaser at the Closing, the Purchaser will have good and marketable title to the Shares represented by such certificates, free and clear of any and all Encumbrances.
Ownership of the Shares. Seller is the sole owner of the Shares, the Shares constitute all the Company’s stock owned by Seller, Seller has no warrants, options, or other securities or agreements entitling her to acquire additional shares of any class or series of stock of the Company other than the Preferred Shares, and the Shares will be conveyed to the Company free and clear of any liens or encumbrances. Seller represents and warrants that she has not transferred or assigned the Shares or any interest therein to any other person, and no other person has any right, title, or interest in or to the Shares by operation of law or otherwise. Notwithstanding the foregoing, certain of the Shares are subject to a lien in favor of Xxxxx Fargo Bank, National Association. Seller will procure and deliver to Buyer a lien release at Closing in a form reasonably acceptable to the Company (the “Lien Release”).