Title to Outstanding Shares Sample Clauses

Title to Outstanding Shares. Seller has good and marketable title to, and is the sole and exclusive owner, beneficially and of record, of, the Shares owned by Seller as set forth on Exhibit A, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by the Transaction Documents.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Title to Outstanding Shares. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Outstanding Shares free and clear of all Encumbrances, and the Holder has full power and authority to transfer and dispose of the Surrendered Shares free and clear of any Encumbrance. Other than the transactions contemplated by this Agreement, there is no outstanding plan, pending proposal, or other right of any person to acquire all or any of the Exchanged Shares.
Sample 1
Title to Outstanding Shares. Except as set forth on Schedule 2.04(d), Seller has good and marketable title to, and is the sole and exclusive owner, beneficially and of record, of, the ValidSoft Shares, free and clear of all liens, encumbrances and security agreements.
Sample 1
Title to Outstanding Shares. Such Seller is the record and beneficial owner of, and holds good and valid title to the Outstanding Shares of the Company set forth on Disclosure Schedule 1.2(c), free and clear of any and all Liens. Such Seller has the sole power and authority to sell, transfer, assign and deliver the Outstanding Shares of such Seller set forth in Disclosure Schedule 1.2(c) as provided in this Agreement, and upon delivery of and payment for such Outstanding Shares, Purchaser will acquire at Closing good and valid title to all such Outstanding Shares, free and clear of any and all Liens, which Outstanding Shares are as of the date hereof, and will be at and immediately after Closing, 100% of the Outstanding Shares of the Company. Such Seller is not a party to any voting trust or other voting agreement with respect to any of its Outstanding Shares or to any agreement relating to the issuance, sale, redemption, acquisition, registration, transfer or other disposition of its Outstanding Shares, except for the Amended and Restated Close Corporation Agreement. Such Seller has not granted to any Person, other than Purchaser hereunder, any preferential right or option to purchase any of the Outstanding Shares of such Seller, except as set forth in the Amended and Restated Close Corporation Agreement.
Sample 1
Title to Outstanding Shares. The Parent Company has good and marketable title to all the Outstanding Shares, free and clear of any and all liens, pledges, charges, encumbrances, and claims and rights of others of any nature whatsoever, and each Purchaser, if it is without notice of any adverse claim with respect to the Outstanding Shares purchased by it pursuant hereto, upon consummation of the transactions contemplated hereby, will acquire good and marketable title to the Outstanding Shares purchased by it pursuant hereto, free and clear of any and all liens, pledges, charges, encumbrances, and claims and rights of others of any nature whatsoever other than, in the case of Sudbury and Keystone, the respective liens on the Outstanding Shares purchased by Sudbury and Keystone pursuant hereto arising under the Sudbury Pledge Agreement and the Keystone Pledge Agreement, respectively.
Sample 1

Related to Title to Outstanding Shares

  • Outstanding Shares On the Closing Date, Pubco will have not more than 95,366,525 common shares issued and outstanding in the capital of Pubco after giving effect to the cancellation and issuance of the Pubco Shares contemplated in this Agreement, and to the private placement agreement referenced in below article 6.13.

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Securities Owned by Company Deemed Not Outstanding In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not the Company or any such other obligor or person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Authorized and Outstanding Stock (a) The authorized capital stock of the Company consists of 500,000,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) and 7,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). Of such Preferred Stock, 4,000,000 shares are designated as Series A Preferred Stock and upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, 800,000 shares will be designated as the Series B Preferred Stock.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Outstanding Warrants Only The Company understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. The provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Securities Owned by Issuer Deemed Not Outstanding In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Time is Money Join Law Insider Premium to draft better contracts faster.