Ownership of the Securities. The Holder is the legal and beneficial owner of the Securities. The Holder paid for the Securities, and has continuously held the Securities since its issuance or purchase. The Holder, individually or through an affiliate, owns the Securities outright and free and clear of any options, contracts, agreements, liens, security interests, or other encumbrances.
Ownership of the Securities. The IM-Security Provider shall at all times prior to enforcement of the IM-Security Interest pursuant to Clause 7 (Enforcement) remain the legal owner of the IM-Securities Collateral for all purposes (it being understood that any such rights shall be subject to the IM- Security Interest and any other rights of the IM-Security Receiver under this Agreement).
Ownership of the Securities. Seller is the sole record and beneficial owner of the Securities. Seller has good and valid title to the Securities, free and clear of any and all Liens (other than Permitted Liens of the type described in clause (iii) of the definition thereof). The Securities will be sold, transferred and conveyed to Buyer pursuant to the procedures set forth in this Agreement, free and clear of all Liens (other than Permitted Liens of the type described in clause (iii) of the definition thereof).
Ownership of the Securities. The Transferor owns the Membership Interest beneficially and of record, free and clear of any liens, claims or encumbrances (except for any encumbrances created on behalf of the Transferees hereunder) (collectively, "Encumbrances"). The Transferor has not entered into any agreement, arrangement or other understanding (i) granting any option, warrant or right of first refusal with respect to the Membership Interest to any Person, (ii) restricting its right to sell the Membership Interest to any Person, or (iii) restricting any other of its rights with respect to the Membership Interest. It has the absolute and unrestricted right, power and capacity to assign and transfer the Membership Interest to the Transferees free and clear of any Encumbrances (except for any encumbrances created on behalf of the Transferees hereunder). Upon execution of the Amendment and this Agreement, the Transferees shall acquire good, valid and marketable title to the Membership Interest, free and clear of any Encumbrances (except for any encumbrances created on behalf of the Transferees hereunder).
Ownership of the Securities. Seller is the record and beneficial owner of, and has good and valid title to, all of the Securities, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of the Company or applicable securities Laws, or resulting from actions of Buyer or any of its Affiliates). Except for this Agreement and the Organizational Documents of the Company, Seller is not a party to (a) any option, warrant, purchase right or other Contract that could require Seller or, after the Closing, Buyer or any of its Affiliates to sell, transfer or otherwise dispose of any of such Securities or (b) any voting trust, proxy or other Contract with respect to the voting of such Securities.
Ownership of the Securities. Such Stockholder is the beneficial owner of the Shares set forth opposite such Stockholder's name in Schedule A hereto, and such Shares are owned free and clear of all liens, encumbrances, charges, security interests, claims and assessments, and are subject to no restrictions with respect to transferability except in compliance with applicable securities laws.
Ownership of the Securities. The Securities conveyed by the Holders herein are free and clear of all liens, encumbrances, pledges, restrictions on sale or transfer (other than restrictions imposed by applicable securities laws), preemptive rights, options, and claims of any and all kind.
Ownership of the Securities. Such Seller owns the Securities set forth next to his, her or its name in Section 2.1 of the Disclosure Schedule beneficially and of record, free and clear of any Encumbrance and such Seller does not own any other equity securities of the Company or rights to acquire any other equity securities of the Company. There are no options, warrants, purchase rights, or other contracts, commitments or agreements to which such Seller is a party that could require such Seller to sell, transfer or otherwise dispose of any of the Securities or that could affect the right of such Seller to convey the Securities owned by such Seller to Buyer at Closing, and such Seller has the absolute right, authority, power and capacity to sell, assign and transfer the Securities owned by him, her or it to Buyer free and clear of any Encumbrance (except for restrictions imposed generally by applicable securities Laws). Except as set forth in Section 3.4 of the Disclosure Schedule, such Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any of the Securities. Upon delivery at the Closing by such Seller to Buyer of the certificates for the Shares and instruments of transfer with respect to the Warrants, Buyer will acquire good, valid and marketable title to such Securities, free and clear of any Encumbrance (except for applicable securities Laws restrictions).
Ownership of the Securities. It, he or she is the sole legal and beneficial owner and the valid holder of the Securities that it, he or she has agreed to sell and transfer to the Buyer at Completion. Such Securities will, on the Completion Date, be free from any Encumbrance (other than as provided for, as the case may be, in the articles of association of the Company or the Direct Investors Entity or the Private Investment Entity, it being specified that, at Completion, such provisions will have been duly complied with or waived, as the case may be, in order to permit the sale and transfer of the Securities as contemplated herein). On the Completion Date, such Seller shall be entitled to sell and transfer the full legal and beneficial ownership of such Securities to the Buyer on the terms set out in this Agreement.
Ownership of the Securities. Seller is the sole and exclusive registered and beneficial owner of the Securities and, to the Receiver’s knowledge, Seller has good, valid and marketable title thereto, free and clear of any liens, charges, pledges or other encumbrances. Upon delivery of the Purchase Price, as provided for in this Agreement, Buyers will receive, subject to Section 6(d), good, valid and marketable title to the Securities, free and clear of any liens, charges, pledges or other encumbrances. The Securities constitute all of Seller’s interests in the Company and, on the Closing Date, Seller shall cease to have any interest in the Company, whether direct or indirect, actual or contingent.
