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 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.
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. 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. 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. 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. 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 Wells 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”).
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. (a) The shares, details of which are set out opposite “issued capital” in schedule 2, constitute the whole of the issued share capital of the relevant Group Company and are fully paid up.