Securities Ownership. Seller is the beneficial and record owner of the Shares, free and clear of any lien, pledge, option, security interest, claim, charge, third party right or any other restriction or encumbrance (each an “Encumbrance”) and will, at the Closing, transfer to Purchaser good and marketable title to the Shares, free and clear of any Encumbrance, except in each case for any Encumbrance that may be imposed or created by the Stockholder Agreement, the Investor Rights Agreement, the Company’s Seventh Amended and Restated Certificate of Incorporation or the Company’s Bylaws.
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Sources: Stock Purchase Agreement, Stock Purchase Agreement (Internet Capital Group Inc)
Securities Ownership. Each Seller is the beneficial and record owner of the its respective Shares, free and clear of any lien, pledge, option, security interest, claim, charge, third party right or any other restriction or encumbrance (each an “Encumbrance”) and will, at the Closing, transfer to Purchaser the Company good and marketable title to the Shares, free and clear of any Encumbrance. Other than the Right Trust, except in each case for no affiliate or immediate family member of the Sellers or the Right Trust beneficially owns any Encumbrance that may be imposed ordinary shares of the Company or created by the Stockholder Agreement, the Investor Rights Agreement, any securities convertible into ordinary shares of the Company’s Seventh Amended and Restated Certificate of Incorporation or the Company’s Bylaws.
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