Common use of The Shares Clause in Contracts

The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

Appears in 21 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement

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The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, any agreement to which any Buyer Entity is a party, the Organizational Documents and any restrictions imposed by Applicable Law, at the Closing, Closing the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

Appears in 3 contracts

Samples: Share Purchase Agreement (Crude Carriers Corp.), Share Purchase Agreement (Crude Carriers Corp.), Share Purchase Agreement (Crude Carriers Corp.)

The Shares. Assuming the Buyer Purchaser has the requisite power and authority to be the lawful owner of the such Shares, upon delivery to the Buyer Purchaser at the Closing of certificates representing the such Shares, duly endorsed by the Seller for transfer to the Buyer Purchaser or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer Purchaser of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s 's receipt of the Purchase PriceWVS-I Shares and the Cash Payment, the Buyer Purchaser shall own good and valid title to the Shares, free and clear of any EncumbrancesLiens, other than those arising from acts of the Buyer EntitiesPurchaser and its affiliates. Other than this Agreement and any related transaction documentsAgreement, the Organizational Documents By-law Amendments and restrictions imposed by Applicable Law, to the best knowledge of Seller, at the Closing, Closing the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity Purchaser is a party.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Ibasis Inc)

The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing Table of Contents of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer Entities. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

Appears in 1 contract

Samples: Share Purchase Agreement (Capital Product Partners L.P.)

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The Shares. Assuming the Buyer Purchaser has the requisite power and authority to be the lawful owner of the such Shares, upon delivery to the Buyer Purchaser at the Closing of certificates representing the such Shares, duly endorsed by the Seller for transfer to the Buyer Purchaser or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer Purchaser of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase PriceWVS-I Shares and the Cash Payment, the Buyer Purchaser shall own good and valid title to the Shares, free and clear of any EncumbrancesLiens, other than those arising from acts of the Buyer EntitiesPurchaser and its affiliates. Other than this Agreement and any related transaction documentsAgreement, the Organizational Documents By-law Amendments and restrictions imposed by Applicable Law, to the best knowledge of Seller, at the Closing, Closing the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity Purchaser is a party.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Koninklijke KPN N V)

The Shares. Assuming the Buyer has the requisite power and authority to be the lawful owner of the Shares, upon delivery to the Buyer at the Closing of certificates representing the Shares, duly endorsed by the Seller for transfer to the Buyer or accompanied by appropriate instruments sufficient to evidence the transfer from the Seller to the Buyer of the Shares under the Applicable Laws of the relevant jurisdiction, or delivery of such Shares by electronic means, and upon the Seller’s receipt of the Purchase Price, the Buyer shall own good and valid title to the Shares, free and clear of any Encumbrances, other than those arising from acts of the Buyer EntitiesEntities or arising under the Loan Agreement. Other than this Agreement and any related transaction documents, the Organizational Documents and restrictions imposed by Applicable Law, at the Closing, the Shares will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares, other than any agreement to which any Buyer Entity is a party.

Appears in 1 contract

Samples: Share Purchase Agreement (Capital Product Partners L.P.)

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