Shares of the Company. All outstanding shares of capital stock of the Company and the Guarantors are validly issued, fully paid and nonassessable; and
Shares of the Company. The Company Capital Stock that the Selling Shareholders are selling to Purchaser is free and clear of all liens, charges, encumbrances and preemptive rights, and represent all of the Company's issued and outstanding shares. No party, other than the Selling Shareholders, has any interest in the Company Capital Stock. Upon delivery to the Purchaser at the Closing of certificates representing the Company Capital Stock, good and valid title to the Company Capital Stock will pass to the Purchaser, free and clear of any Lien. Each Selling Shareholder has good and marketable title to all of the shares of Company Capital Stock to be sold by such Selling Shareholder hereunder and the absolute right to sell, assign, transfer and deliver the Company Capital Stock registered in such Selling Shareholder's name to the Purchaser, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, hypothecations, prior assignments, title retention agreements, security agreements or any other limitation, encumbrance or restriction of any kind.
Shares of the Company. The authorized capital stock of the Company and the ownership of the issued capital stock of the Company are set forth in Part 1 (Details of the Share Seller, Shares etc.) of Annex 1 (Details Regarding Shares and Sale Assets). All of the Shares are owned beneficially and of record by the relevant Share Seller free and clear of any Encumbrances (other than the Encumbrances arising pursuant to this Agreement and the other Transaction Documents). All of the Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar right. Except as created pursuant to this Agreement and the other Transaction Documents, there are no outstanding options, warrants, securities, subscriptions, calls, pre-emptive or other rights (absolute, contingent or otherwise) or agreements that give any Person the right to purchase or otherwise receive or be issued any Shares or any security convertible into or exchangeable for any Shares or other equity or debt securities of the Company. There are no restrictions upon, or voting trusts or proxies of any kind with respect to the voting, purchase, redemption, acquisition or transfer of, or the declaration or payment of any dividend or distribution on the Shares and, assuming receipt of the Sellers’ Required Approvals, there are no restrictions on the Sellers’ Representative’s ability to transfer the Shares to the Purchasers’ Representative at the Closing Date.
Shares of the Company. 3.1.1 Upon entering in force of the present Agreement and constitution of the Company the shares of the Company are distributed in the following proportion: - AA – 87, 5 % of ordinary shares of the Company (in number of ( ( ) - BB – 12,5 % of ordinary shares of the Company (in number of ( ( )
Shares of the Company. 4.2.1 The Shares constitute all of the issued and outstanding shares of capital stock of and other Equity Interests in the Company. All of the Shares have been duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights. Seller is the sole record and beneficial owner and has good and valid title to the Shares free and clear of all Encumbrances and, on the Closing Date, Seller will transfer to Purchaser good and valid title to the Shares free and clear of all Encumbrances. Other than the Shares, the Company does not have any Equity Interests authorized, issued or outstanding, and there are no Contracts or other arrangements existing or outstanding which provide for the sale or issuance of any Equity Interests by the Company or that would otherwise cause any Equity Interests of the Company to become outstanding.
Shares of the Company. The 10,000 shares making up the share capital of the Company being acquired by the Beneficiary are free of any mortgage, privilege, option, restriction, seizure or engagement whatsoever and their origin of ownership in the hands of the Guarantor is regular. The ownership of the Company shares results from their registration with the register of share transfer (COPY IN ANNEX 3). Except the 10,000 shares making of its share capital, the Company has established no other shares whatsoever of any kind. Each share comprising the share capital of the Company corresponds to the right to a one vote.