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 Purchased Shares. The Vendors are the legal and beneficial owners of the Purchased Shares, free and clear of any and all Encumbrances. Each Vendor has the full right, power and authority to enter into this Agreement and to transfer, convey and sell the Purchased Shares to the Purchaser at Closing. Upon consummation of the transactions contemplated herein, the Purchaser shall acquire good and marketable title to the Purchased Shares, free and clear of any and all Encumbrances.
Ownership of Purchased Shares. Such Seller is the holder of record and beneficial owner of the Purchased Shares set forth across from its name in Exhibit B hereto, and has good and valid title to such Purchased Shares, and such Purchased Shares are free and clear of all Liens (other than transfer restrictions under Applicable Law and the articles of association or other organizational documents of the Company and the Existing Shareholders’ Agreement (as defined in the Joinder Agreement), as amended).
Ownership of Purchased Shares. Seller is the lawful record beneficial owner of the Purchased Shares. Seller owns the Purchased Shares free and clear of all liens and encumbrances. Upon delivery of the Purchased Shares to Purchaser in accordance with this Agreement, Purchaser will acquire the beneficial and legal, valid and indefeasible title to such Purchased shares, free and clear of all liens and encumbrances except for restrictions on transfer under state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser.
Ownership of Purchased Shares. Seller hereby represents and warrants to Purchaser that each Seller Entity is the beneficial and record owner and holder of the Purchased Shares being sold by it and owns such Purchased Shares free and clear of any and all Encumbrances.
Ownership of Purchased Shares. The Vendor is the beneficial owner of record of the Purchased Shares, with good legal and beneficial title thereto, free and clear of all Encumbrances. There are no restrictions of any kind on the transfer of the Purchased Shares, other than restrictions set out in the articles of the Corporation and as set forth on Appendix 31 of this Schedule 4.1 and, without limiting the generality of the foregoing, none of the Purchased Shares are subject to any shareholder agreements or voting trusts.
Ownership of Purchased Shares. Holdco is the beneficial owner of the Purchased Shares, with good and marketable title thereto, free and clear of all Encumbrances and, without limiting the generality of the foregoing, none of the Purchased Shares is subject to any voting trust, shareholder agreement or voting agreement. The Purchased Shares are listed and posted for trading on the Toronto Stock Exchange and, subject to compliance with section 2.5 of Multilateral Instrument 45-102, will be freely tradable under Canadian securities laws.
Ownership of Purchased Shares. As of the Distribution Date and the Share Transfer Date, Seller will be the sole legal and beneficial owner of the Purchased Shares, free and clear of all Liens, except Permitted Liens. As of the Distribution Date and the Share Transfer Date, Seller will have good, valid and marketable title to the Purchased Shares, which have been validly issued and fully paid. Other than this Agreement and agreements to effect the Separation, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which Seller is bound relating to its sale or transfer of the Purchased Shares, and, other than this Agreement, the Purchased Shares are not subject to any other purchase agreement, buy/sell agreement, put or call option, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of Purchaser to sell or transfer the Purchased Shares. Delivery to Purchaser of the Purchased Shares will (i) pass good, valid and marketable title to the Purchased Shares to Purchaser, free and clear of all taxes, Liens, claims, encumbrances, charges, security interests, pledges, escrows, lock-up arrangements and restrictions on transfer, and (ii) convey, free and clear of all taxes, Liens, escrows, lock-up arrangements and restrictions on transfer, any and all rights and benefits incident to the ownership of the Purchased Shares. Except for the TEN Shares or as pursuant to any stock-based employee benefit plans of TEN, there are no equity securities of any class of TEN or any securities convertible into or exchangeable or exercisable for any such equity securities issued, reserved for issuance or outstanding. Except for the stock-based employee benefit plans of TEN and ADRs referred to in the Separation Agreement, there are no outstanding or authorized options, warrants, convertible securities, subscriptions, call rights, redemption rights, repurchase rights or any other rights, agreements, arrangements or commitments of any kind relating to the issued or unissued capital stock of TEN or obligating Seller or TEN to issue or sell any shares of capital stock of, or any other interest in, TEN.
Ownership of Purchased Shares. On the date of this Agreement, UPC Investments I BV, an indirect wholly-owned subsidiary of the Seller, is the holder of record, and the Seller is the lawful owner, beneficially, of all of the Purchased Shares, free and clear of all Encumbrances, other than the Encumbrances set forth in Schedule 7.3. At the Closing Date, the Seller shall be the holder of record and the lawful owner, beneficially, of all the Purchased Shares, free and clear of all Encumbrances, other than the Encumbrances set forth in Schedule 7.3. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer or otherwise dispose of any capital stock of SBS (other than this Agreement). The delivery to the Purchaser of the Purchased Shares pursuant to this Agreement, together with the registration of the sale and transfer by SBS in its register of shareholders, will transfer to the Purchaser good and valid title to the Purchased Shares, free and clear of all Encumbrances, other than the Encumbrances set forth in Schedule 7.3.
Ownership of Purchased Shares. The Shareholder is the registered and beneficial owner of the Purchased Shares listed on Schedule “A” beside the Shareholder’s name, with good and marketable title thereto, free and clear of all Encumbrances, and has the exclusive right to dispose of such Purchased Shares as provided in this Agreement, and such Purchased Shares are the only securities of the Company owned, directly or indirectly, beneficially or otherwise, by the Shareholder. On Closing the Purchaser will have good title to all such Purchased Shares free and clear of all Encumbrances other than Encumbrances granted by the Purchaser.
