The Acquired Shares. The Acquired Shares have been duly authorized and when sold as contemplated hereby will be validly issued, fully-paid and nonassessable shares of the Seller. No stockholder of the Seller has any preemptive or other subscription right to acquire any Acquired Shares. The Seller will convey to the Purchaser, on the date of Closing, good and valid title to the Common Shares, free and clear of any liens, claims, security interests and encumbrances, except for those liens, claims, security interests and encumbrances described in the Trust Agreement, including Section 3.3 thereof (relating to the delivery of trust assets to general creditors of the Company). SECTION 2.5
The Acquired Shares. Such Knight Stockholder holds of record and owns beneficially free and clear of all Encumbrances the number of shares of Knight Common Stock which they represent to the Knight Stockholder Representative in connection with this Agreement. 5.3. Accredited. Such Knight Stockholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933.
The Acquired Shares. The Acquired Shares have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and of the same class of Company Shares as the other Company Shares that are issued and outstanding as of the date of this Agreement. Upon payment of the Purchase Price for the Acquired Shares at the Closing, Investor will acquire good and valid title to the Acquired Shares, free and clear of any Liens (other than Liens pursuant to any applicable Securities Law restrictions, this Agreement and the applicable Governing Documents of the Company, including the Shareholders Agreement). Once issued, the Acquired Shares will have been issued in compliance with all Securities Laws and will not have been issued in violation of any preemptive rights or rights of first offer or refusal under the Shareholders Agreement or otherwise under the Governing Documents of the Company.
The Acquired Shares. 11.4.1 Issuance of and Title to the Acquired Shares The Acquired Shares have been validly issued in compliance with applicable German Law. The Seller holds sole, unrestricted legal and beneficial title (uneingeschränkte rechtliche und wirtschaftliche Inhaberschaft) to the Acquired Shares, all as set forth in Section 11.3. The Acquired Shares are not pledged (verpfändet), attached (gepfändet) or otherwise encumbered (belastet) with any third party rights and are not subject to any (i) trust arrangement (Treuhandverhältnis), sub-participation (Unterbeteiligung) or similar arrangement, (ii) pending transfer or other disposition (Verfügung), (iii) sale, contribution or other contractual arrangement creating an obligation to transfer or encumber or (iv) shareholders’ resolution on the redemption (Einziehung) of shares.
The Acquired Shares. Such GSL Shareholder holds of record and owns beneficially the number of shares of GSL Common Stock set forth next to such GSL Shareholder’s name on Schedule 4.6 free and clear of all Encumbrances.
The Acquired Shares. Except as set forth on ------------------- Schedule 3.21, Lyondell, directly or through one or more of the Lyondell Selling Subsidiaries, has good and valid title to the Acquired Shares, free and clear of any Liens, claims, encumbrances, security interests, options, charges and restrictions of any kind. Assuming Purchaser or the applicable Purchaser Designee has the requisite power and authority to be the lawful owner of the Acquired Shares, upon delivery to Purchaser or the applicable Purchaser Designee at the Closing of certificates representing the Acquired Shares, duly endorsed by Lyondell for transfer to Purchaser or the applicable Purchaser Designee, and upon Lyondell's receipt of the Polyols Business Purchase Price, good and valid title to the Acquired Shares will pass to Purchaser or the applicable Purchaser Designee, free and clear of any Liens, claims, encumbrances, security interests, options, charges and restrictions of any kind, other than those arising from acts of Purchaser or its Affiliates. Other than this Agreement and as set forth on Schedule 3.21, the Acquired Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Acquired Shares. Except as set forth on Schedule 3.21, no stock transfer taxes are due as a result of the purchase and sale of the Acquired Shares.
