Ownership of the Transferred Shares Sample Clauses

Ownership of the Transferred Shares. Seller is the owner of the Transferred Shares and holds valid title to the Transferred Shares, free and clear of any Encumbrances. Except for this Agreement and the transactions contemplated hereby, there are no agreements, arrangements, warrants, options, puts, calls, rights or other commitments or understandings of any character to which Seller is a party or by which any of its assets are bound and relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of the Transferred Shares. Seller has the full and exclusive power, right and authority to vote the Transferred Shares, and, except as set forth in Schedule 4.4, is not a party to or bound by any agreement affecting or relating to its right to vote the Transferred Shares. Upon consummation of the transactions contemplated hereby, Purchaser will own the Transferred Shares free and clear of all Encumbrances.
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Ownership of the Transferred Shares. The authorized capital stock of the Company consists solely of 1000 shares of common stock, par value $1.00 per share, of which 100 shares are issued and outstanding. The Transferred Shares comprise all of the issued and outstanding capital stock of the Company. As of the date hereof and immediately prior to the Closing, IntermediateCo is the sole owner of the Transferred Shares, and as of the Closing Date IntermediateCo will own the entire Transferred Shares free and clear of all options, warrants, proxies, voting trusts, voting agreements, Governmental Orders, escrows, rights of first refusal or first offer, Liens, transfer restrictions and other encumbrances, except for any transfer restrictions imposed by applicable Laws. Other than the Transferred Shares, neither URI nor IntermediateCo, nor any of their Affiliates, owns any other equity interests in, or any other equity security of, the Company, or any warrant, purchase right, subscription right, conversion right, exchange right, contingent right to receive or other right of any kind with respect to any such equity security. Neither URI nor IntermediateCo, nor any of their Affiliates, is a party to any contracts obligating URI or IntermediateCo to grant, deliver or sell, or cause to be granted, delivered or sold, the Transferred Shares, by sale, lease, license, or otherwise, other than this Agreement. Except as set forth above, there are no other authorized, issued or outstanding shares of capital stock of the Company. All of the Transferred Shares have been validly issued, are fully paid and non-assessable, and have not been issued in violation of any pre-emptive or similar rights or applicable Law. There is no option, warrant, call, subscription, convertible security, right (including pre-emptive right) or contract of any character to which the Company is a party or by which it is bound obligating the Company to issue, exchange, transfer, sell, repurchase, redeem or otherwise acquire any capital stock of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such option, warrant, call, subscription, convertible security, right or contract. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. There are no registration rights agreements, no voting trust, proxy or other contract and, except for this Agreement and under applicable securities Laws, no restrictions on transfer with respect to an...
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Ownership of the Transferred Shares. 1.2.1 The Company is duly incorporated and validly existing under the PRC laws of incorporation. The Vendors are the legal holders of their respective shares in the Company which in aggregate represent 100% of the entire share capital of the Company and are entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of their respective shares on the terms of this Agreement without the consent of any third party.
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Ownership of the Transferred Shares and the Transferred Warrants. Sellers are the lawful record and beneficial owner of the Transferred Shares and the Transferred Warrants, own their respective Transferred Shares and the Transferred Warrants free and clear of all Encumbrances whatsoever, except for any Encumbrances created by this Agreement, the Shareholder Agreement and other Organizational Documents of GPSI, the December 29 Warrant and restrictions on transfer under federal and state securities laws. Upon the delivery of their respective Transferred Shares and the Transferred Warrants by Sellers to Purchaser, in the manner contemplated by Section 2.1(b) and (c), as applicable, Purchaser will acquire the beneficial and legal title to the Transferred Shares and the Transferred Warrants so delivered, free and clear of all Encumbrances except for Encumbrances created by this Agreement and other Organizational Documents of GPSI, the newly issued warrants and restrictions on transfer under federal and state securities laws, or Encumbrances created by Purchaser.
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Ownership of the Transferred Shares. Each Seller shall be, on the Closing Date, the sole lawful owner of the number of Transferred Shares, or as the case may be the Unexercised BSPCE, indicated opposite its/her/his name in Schedule B, that are validly issued and fully paid-up, free and clear of any Encumbrances and not subject to any proceedings concerning the title of such Seller thereto.
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Ownership of the Transferred Shares. (a) Each of the Sellers is the record and beneficial owner of the number and type of Transferred Shares indicated opposite its or his respective name on Schedule A annexed hereto and has good and marketable title to the Transferred Shares, free and clear of all Liens, other than the restrictions imposed by the Stockholders' Agreement, and neither CW, SA nor DW nor its or his respective affiliates have any interest, directly or indirectly, in any shares of capital stock, or other equity in the Company, or have any other interest in any tangible or intangible property which the Company uses or has used in the business conducted by the Company or otherwise, or have any outstanding indebtedness to or from the Company. Upon consummation of the transactions contemplated by this Agreement and payment of the Purchase Price, (i) the Buyer shall be the lawful record and beneficial owner of the Transferred Shares, including the Class A Common Stock issuable upon conversion or exercise of the Transferred Shares in accordance with its respective terms, free and clear of all Liens, other than the restrictions imposed by the Stockholders' Agreement (except for the right of first refusal pursuant to Section 4.3 thereof (the "Right of First Refusal") as such right pertains to this Agreement), and (ii) the Transferred Shares, including the Class A Common Stock issuable upon conversion or exercise of the Transferred Shares in accordance with its respective terms, have been paid for by the Sellers and the Sellers have received an opinion of the Company's counsel that the shares of the Series A Stock were fully paid and nonassessable. Other than the Stockholders' Agreement and as contemplated by this Agreement, there are no stockholders' agreements, voting trusts, proxies, or other agreements or understandings with respect to the Transferred Shares.
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Related to Ownership of the Transferred Shares

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • 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 Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Subject Shares As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Company Stock None of the Investor nor any of its Affiliates owns any capital stock or other securities of the Company.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

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