Shares of the Company Sample Clauses

Shares of the Company. As of the Execution Date, neither the Investor nor any of its Affiliates (as defined in Section 6.1(a)) own, directly or indirectly, any shares of Common Stock of the Company.

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. Each ordinary share, par value US$0.0000008 per

Shares of the Company. (a) Upon Closing, and subject to the investment capital increase being entered in the commercial register, the share capital of the Company shall consist as set out in Appendix 5.4, and there shall be no shares, securities, or rights to securities in the Company other than the shares of the Company set out in Appendix 5.4. (b) At the time of Closing, and subject to the investment capital increase being entered in the commercial register, all issued shares and investment shares are validly issued, fully paid up, and the share capital has not been reduced or otherwise repaid to the shareholders.

Shares of the Company a) The shares representing the capital of the Company will all be ordinary, of a nominal value of one U.S. dollar (US$ 1.00-), and with the right to one (1) vote per share. b) Subject to the result of the establishment of the exchange rates referred to in Clauses 2.02 b) and d), the Shareholders estimate that USIMINA’s share participation in the Company will be at least ten percent (10%). Said estimate does not constitute a guarantee or representation with regards to the results of the valuations to be effected in accordance with the provisions in Clause 2.03 of this Agreement.

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. 3.3.1 All Shares and interests of the Company have been properly and validly, authorised, allotted and/or issued and are each fully paid-up and rank pari passu in all respects with each other. The Company is not subject to any actual or contingent obligation to issue or convert securities. 3.3.2 Apart from this Agreement, there are no binding agreements in force which provide for the issue, allotment, conversion, redemption, sale or transfer of, or grant a right (whether exercisable now or in the future; whether contingent or not and whether conditional or otherwise) to call for the issue, allotment, conversion, redemption, sale or transfer of shares, debentures, loan capital or other securities of the Company. 3.3.3 There is no Security Interest affecting un-issued shares, debentures or other securities of the Company. 3.3.4 There is no existing nor is there any binding agreement or obligation to create any Security Interest on or affecting shares of the Company. 3.3.5 The Company will not declare or pay any dividend or make any distribution (in cash or in kind) to its shareholders, except to pay any dividend which has been declared or which it is under a contractual obligation to pay but has not been paid prior to this Agreement.

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.

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 ( ( )