679 Ownership of the Shares Clause Examples for Any Agreement

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. Seller is the sole registered and beneficial owner of the common shares being sold pursuant to this Agreement and has full power and authority to convey such common shares free and clear of all liens, encumbrances, restrictions and claims of every kind and, upon delivery of and payment for such common shares as herein provided, Purchaser shall acquire good and valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind, except for the restrictions as may be imposed pursuant to applicable securities laws. There is no outstanding subscription, warrant, call, commitment, option or other agreement or right of any kind to purchase or otherwise to receive or acquire from Purchasers any interest in such Shares. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

Ownership of the Shares. Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

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. The Seller is the sole legal and beneficial owner of the Shares.

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. (A) Each Share Seller is the sole legal and beneficial owner of those shares set opposite its name in Schedule 8. (B) There is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance or equity on, over or affecting the Shares or any of them and there is no agreement or commitment entered into by any member of the Sellers’ Group to give or create any of the foregoing. (C) The Sellers are entitled to transfer or procure the transfer of the legal and beneficial ownership in the Shares to the Relevant Purchasers on the terms set out in this Agreement.

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 except that Jxxx X. Xxxxxxx is subject to certain voting notification requirements pursuant to the Marital Settlement Agreement, dated November 21, 2003, between Jxxx X. Xxxxxxx and Lxxxxxxx Xxxxxxx.

Ownership of the Shares. The Seller owns all of the Shares beneficially and of record 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 Purchaser as contemplated herein, Purchaser 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.