Ownership of the Target Shares Sample Clauses

The "Ownership of the Target Shares" clause establishes who holds legal and beneficial title to the shares being sold in a transaction. It typically requires the seller to confirm that they are the rightful owner of the shares, free from any encumbrances or third-party claims, and have the authority to transfer them to the buyer. This clause ensures that the buyer receives clear and undisputed ownership of the shares, thereby preventing future disputes over title and protecting the buyer from unforeseen liabilities.
Ownership of the Target Shares. As of the date hereof, the Selling Shareholder is the beneficial owner of the Target Shares set forth opposite its name on Schedule 3.3 attached hereto, which also indicates the record holder of such Target Shares. The Target Shares set forth opposite the Selling Shareholder’s name on Schedule 3.3 attached hereto (i) except as may, or may be deemed to, exist pursuant to the terms of the Escrow Agreement, are free and clear of any lien or encumbrance and (ii) except for the Escrow Agreement, there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to such Shares which will prohibit, restrict or affect the performance of the Selling Shareholder’s obligations under this Amended and Restated Agreement.
View SourceView Similar (8)
Ownership of the Target Shares. As of the date hereof, each of the Selling Shareholders is the beneficial owner of the Target Shares set forth opposite its name on Schedule 3.3 attached hereto, which also indicates the record holder of such Target Shares. The Target Shares set forth opposite the Selling Shareholder’s name on Schedule 3.3 attached hereto (i) are free and clear of any lien or encumbrance and (ii) there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to such Shares which will prohibit, restrict or affect the performance of the Selling Shareholder’s obligations under this Agreement.
View SourceView Similar (6)
Ownership of the Target Shares. Each Vendor shall have demonstrated ownership of that number of Target Shares owned by him or it, as registered in his or its name;
View SourceView Similar (2)
Ownership of the Target Shares. 3.1 All of the shares held by ▇▇▇▇▇▇▇ in the Target are fully paid. 3.2 Save as Disclosed, all of the issued shares held by ▇▇▇▇▇▇▇ in the Target are free from all Encumbrances, and there is no agreement or commitment to give or create any Encumbrance over or affecting them and no claim has been made by any person to be entitled to any such Encumbrance.
View Source
Ownership of the Target Shares. The issued and outstanding share capital of the Target will on Closing consist of 1,007,920 Target Shares, which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares;
View Source
Ownership of the Target Shares 
View SourceView Similar (2)

Related to Ownership of the Target Shares

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Ownership of the Shares The Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.