Common use of Title to Purchased Shares Clause in Contracts

Title to Purchased Shares. Seller has good title to, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoever.

Appears in 2 contracts

Samples: Share Purchase Agreement (Adesa Inc), Share Purchase Agreement (Adesa Inc)

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Title to Purchased Shares. Seller has good title to, and is the sole record and beneficial and record owner of, of the Purchased Shares. The Purchased Shares are held to be sold by Seller it pursuant to this Agreement and owns such shares free and clear of any and from all taxes, liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights charges (other than bona fide margin liens in the ordinary course of business). There are no outstanding rights, options, subscriptions or other persons agreements or commitments obligating Seller to sell or transfer the Purchased Shares and the Purchased Shares are not subject to any lock-up or other restriction on their transfer or on the ability of every nature and description whatsoeverPurchaser to sell or transfer the Purchased Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cosmos Holdings Inc.), Stock Purchase Agreement (Cosmos Holdings Inc.)

Title to Purchased Shares. The Seller is the registered and beneficial owner of the Purchased Shares to be sold by the Seller to the Purchaser hereunder. The Seller has good and marketable title to, and is the beneficial and record owner of, the to such Purchased Shares. The Purchased Shares are held by Seller , free and clear of all Encumbrances. No person has, or has any and all liensright capable of becoming, security interestsany agreement, mortgagesoption, charges, restrictions, adverse claims, encumbrances and rights understanding or commitment for the purchase or other acquisition from the Seller of other persons any of every nature and description whatsoeverthe Purchased Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Advanced Accelerator Applications S.A.)

Title to Purchased Shares. The Seller is the legal and beneficial owner of the number of Purchased Shares set out in Schedule A opposite each Subsidiary’s name under the heading “Number of Purchased Shares Owned by Seller”, and has good title toto them, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any Encumbrance except for any restriction on transfer contained in the Constating Documents. At each Closing, the Seller will have the absolute and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoeverexclusive right to sell those Purchased Shares to the Buyer as contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement

Title to Purchased Shares. The Seller is the legal and beneficial owner of the number of Purchased Shares, and has good title toto them, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any Encumbrance except for any restriction on transfer contained in Corporation's Constating Documents. At Closing, the Seller will have the absolute and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoeverexclusive right to sell those Purchased Shares to the Buyer as contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Real Brokerage Inc)

Title to Purchased Shares. Seller has good title to, and is the record and beneficial owner of all of the issued and record owner of, outstanding shares of capital stock of the Purchased Shares. The Purchased Shares are held by Seller Company free and clear of any all Liens (other than Permitted Liens of the type described in clause (a) of the definition thereof). The Shares constitute all of the issued and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights outstanding shares of other persons capital stock of every nature and description whatsoeverthe Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neenah Foundry Co)

Title to Purchased Shares. The Seller is the legal and beneficial owner of the Purchased Shares and has good title toto them, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any Encumbrance except for any restriction on transfer contained in the Articles of the Corporation and all lienssubject to the approval of the board of directors of the Corporation, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoeverhas the absolute exclusive right to sell the Purchased Shares to the Buyer as contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Sundial Growers Inc.)

Title to Purchased Shares. Seller has good title toowns the Purchased Shares, and is the sole record and beneficial and record owner of, the of such Purchased Shares. The Purchased Shares are held by Seller , free and clear of any all Liens. The delivery of a certificate or certificates representing the Purchased Shares, in genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank will transfer to Purchasers good and valid title to the Purchased Shares, free and clear of all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoeverLiens (except such as may be imposed on the Purchased Shares by the Purchasers).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nu Tech Bio Med Inc)

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Title to Purchased Shares. The Seller is the legal and beneficial owner of the number of Purchased Shares set out in Schedule A opposite that Seller’s name under the heading “Number of Purchased Shares Owned by Seller”, and has good title toto them, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any Encumbrance except for any restriction on transfer contained in the Constating Documents. At Closing, the Seller will have the absolute and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances and rights of other persons of every nature and description whatsoeverexclusive right to sell those Purchased Shares to the Buyer as contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Zealand Pharma a/S)

Title to Purchased Shares. The Seller is the legal and beneficial owner of the number of Purchased Shares set out in Schedule A opposite that Seller’s name under the heading “Number of Purchased Shares Owned by Seller”, and has good title toto them, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any Encumbrance except for any restriction on transfer contained in the articles of the Corporation and all liensthe Shareholders Agreement. At Closing, security interests, mortgages, charges, restrictions, adverse claims, encumbrances the Seller will have the absolute and rights of other persons of every nature and description whatsoeverexclusive right to sell those Purchased Shares to the Buyer as contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Draganfly Inc.)

Title to Purchased Shares. The Seller has good title to, and is the sole beneficial and record owner ofof the number of such shares set forth opposite such Seller’s name on the Signature Page of Sellers attached hereto, the Purchased Shares. The Purchased Shares are held by Seller free and clear of any and all liens, security interests, mortgages, charges, restrictions, adverse claims, encumbrances encumbrances, preemptive rights, right of first refusal and rights adverse interests of other persons of every nature and description whatsoeverany kind.

Appears in 1 contract

Samples: Agreement of Share Purchase And (Dixie Foods International, Inc)

Title to Purchased Shares. Seller is directly the legal and beneficial owner of, and has good and marketable title to, and is the beneficial and record owner of, the Purchased Shares. The Purchased Shares are held by Seller , free and clear of any all Liens other than those arising pursuant to this Agreement and all liensapplicable securities Laws. Seller has the right, security interestsauthority and power to sell, mortgagesassign and transfer the Purchased Shares to Buyer. There are no outstanding obligations, chargesoptions, restrictions, adverse claims, encumbrances and warrants or other rights of other persons any kind including any restrictions on transfers, relating to the sale, or voting of every nature and description whatsoeverthe Purchased Shares.

Appears in 1 contract

Samples: Escrow Agreement (Harte Hanks Inc)

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