Shareholders’ Warranty and Waiver. Each of the Shareholders --------------------------------- warrants to Buyer that such Shareholder is entitled to sell and transfer to Buyer the full legal and beneficial ownership of the ET Shares held by him subject to the terms of this Agreement and that such shares are free and clear of any and all Encumbrances, as defined below. Each of the Shareholders hereby waives and agrees to procure the waiver of any restrictions on transfer, including without limitation, pre-emption rights, which may exist in relation to the ET Shares under the existing Articles of Association (the "Articles") of either of the Companies.
Shareholders’ Warranty and Waiver. Each of the Shareholders warrants to Purchaser that such Shareholder is entitled to sell and transfer to Purchaser the full legal and beneficial ownership of the Company Shares held by such Shareholder and that such shares are free and clear of any and all Encumbrances (as defined in Section 3.1 below). Each of the Shareholders hereby waives any right of redemption, pre-emption (Sw. “hembud/lösningsrätt”) or first or last refusal that it may have in connection to the Company Shares under the articles of association of the Company, any shareholders’ agreement or otherwise with respect to the transfer of the Company Shares contemplated under this Agreement. Nothing in this Agreement shall oblige Purchaser to buy any of the Company Shares or otherwise complete this Agreement unless the sale and purchase of all the Company Shares is completed simultaneously.
Shareholders’ Warranty and Waiver. Each of the Shareholders warrants to Purchaser that such Shareholder is entitled to sell and transfer to Purchaser the full legal and beneficial ownership of the Companies’ Shares held by such Shareholder and that such shares are free and clear of any and all Encumbrances (as defined in Section 3.1 below). Each of the Shareholders and the Companies hereby waives and undertakes to procure the waiver of all rights of first refusal, preferred stock rights and similar rights over the Companies’ Shares or any of them to which such Shareholder or any other person may be entitled. Each Shareholder, and the Companies hereby waive any and all rights they may have under any Shareholder’s or other agreement they may have with respect to the purchase, sale or conversion of any Shares of either or both of the Companies.
Shareholders’ Warranty and Waiver. Each of the Shareholders warrants --------------------------------- to Purchaser that such Shareholder is entitled to sell and transfer to Purchaser the full legal and beneficial ownership of the Company Shares held by such Shareholder and that such shares are free and clear of any and all Encumbrances (as defined in Section 3.1 below). Each of the Shareholders hereby waives and undertakes to procure the waiver of all pre-emption and similar rights over the Company Shares or any of them to which such Shareholder or any other person controlled by such Shareholder may be entitled under the Articles of Association of the Company, the Subscription and Shareholders' Agreement relating to Hexagen plc dated 11 July 1996, as amended by the 1996 Supplemental Agreement to the Subscription and Shareholders' Agreement dated 4 September 1996 and the Second Supplemental Agreement to the Subscription and Shareholders' Agreement dated 19 November 1996 (collectively, the "Shareholders' Agreement"), or otherwise in relation to the sale and purchase of the same hereunder. Nothing in this Agreement shall oblige Purchaser to buy any of the Company Shares or otherwise complete this Agreement unless the sale and purchase of all the Company Shares is completed simultaneously.
