Shares; No Other Shares; Title to Shares Sample Clauses

Shares; No Other Shares; Title to Shares. The Penta Shares are duly authorized, validly issued, outstanding and fully paid in and represent 100% of the total Penta Shares, on a fully diluted basis. Except for the Outstanding Penta Shares, none of the Sellers owns any other Penta Shares or shares or other securities of Penta. The acquisition of the Penta Treasury Shares was validly authorized by an appropriate resolution of Penta’s shareholders’ meeting and the Penta Treasury Shares were validly and effectively acquired by Penta in compliance with the requirements set forth by applicable Law and the terms of the above mentioned Penta’s shareholders’ meeting resolution. Penta has fully and timely paid the price for the acquisition of the Penta Treasury Shares to all the Penta shareholders that sold them to Penta and these have nothing to claim from Penta for any reason in connection therewith. Penta has full and exclusive ownership and good, valid and marketable title (legal and beneficial) to the Penta Treasury Shares, free and clear of any Lien. The Sellers have full and exclusive ownership and good, valid and marketable title (legal and beneficial) to the Outstanding Penta Shares, free and clear of any Lien. Upon completion of the Closing as per Article 6 above, the Purchaser will acquire full and exclusive ownership and good, valid and marketable title (legal and beneficial) to all the Outstanding Penta Shares, free and clear of any Lien. All of the Bolzoni Shares being part of the Bolzoni Majority Stake are duly authorized, validly issued, outstanding, listed on the ISE and fully paid in and the Bolzoni Majority Stake represents approximately 50.4% of the Bolzoni Shares, on a fully diluted basis. Penta has full and exclusive ownership and good, valid and marketable title (legal and beneficial) to the Bolzoni Majority Stake, free and clear of any Lien. Except for the Bolzoni Majority Stake neither Penta neither of the Sellers or their Affiliates own any other Bolzoni Shares or other securities of the Company. Each of the Company and the relevant Subsidiaries has full and exclusive ownership of, and good, valid and marketable title to, the equity interests in the Subsidiaries as set forth in Annex E.1, free and clear of any Lien. The Company does not own, directly or indirectly (including through the Subsidiaries), any equity interest or investment in any Person other than the Subsidiaries and the legal entities identified in Annex E.2.
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Related to Shares; No Other Shares; Title to Shares

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Legend on Shares Each certificate for shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act, shall bear substantially the following legend (and any additional legend required under the Act or otherwise): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE ACT, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Act of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the transfer restrictions contained in this Warrant. The exercise and transfer restriction provisions of this Warrant shall be binding upon all subsequent Holders of the Warrant.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Ownership of Shares and Other Securities Such Shareholder is the sole beneficial owner of, or exercises control or direction over, the Shareholder Securities, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Shares; Price The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the "Exercise Price").

  • Legend on Share Certificates Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows: “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A AMENDED AND RESTATED VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 7.12, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 7.12 and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

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