Common use of Title to the Shares Clause in Contracts

Title to the Shares. As of the Closing Date, each Seller owns beneficially and of record, free and clear of any lien, option or other encumbrance, and has full power and authority to convey free and clear of any lien or other encumbrance, the Shares set forth opposite such Seller's name on Exhibit A, and, upon delivery of and payment for such Shares as herein provided, such Seller will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbrance.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc)

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Title to the Shares. As of the Closing Date, each the Seller owns shall own the Shares beneficially and of record, free and clear of any lien, option or other encumbrance, and has full power and authority to convey free and clear of any lien or other encumbrance, the Shares set forth opposite such Seller's name on Exhibit ALien, and, upon delivery of and payment for such the Shares at the Closing as herein provided, such the Seller will convey such Shares to the Buyer good and valid title theretopursuant to Article 1, free and clear of any lien or other encumbranceLien.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Specialty Foods Corp), Stock Purchase Agreement (Specialty Foods Acquisition Corp)

Title to the Shares. As of the Closing Date, each Date the Seller owns shall own beneficially and of record, free and clear of any lienLien, option or other encumbrance, shall own of record and has have full power and authority to convey free and clear of any lien or other encumbranceLien, the Shares set forth opposite such Seller's name on Exhibit AShares, and, upon delivery of and payment for such the Shares at the Closing as herein provided, such the Seller will convey to the Buyer Purchaser good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (American Skiing Co /Me)

Title to the Shares. As of the Closing Date, each such Seller owns shall own beneficially and of record, free and clear of any lienLien, option or other encumbrance, shall own of record and has have full power and authority to convey free and clear of any lien or other encumbranceLien, the Company Shares set forth opposite such Seller's name on Exhibit AB hereto, and, upon delivery of and payment for such Company Shares at the Closing as herein provided, such Seller will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (SDL Inc)

Title to the Shares. As of the Closing Date, each such Seller owns beneficially shall own legally and of recordbeneficially, free and clear of any lien, option or other encumbranceLien, and has shall have full power and authority to convey free and clear of any lien or other encumbranceLien, the Shares set forth opposite such Seller's name on Exhibit ASchedule 1.3, and, upon execution of the Transfer Document and upon delivery of and payment for such Shares at the Closing as herein provided, such Seller will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nfo Worldwide Inc)

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Title to the Shares. As of the Closing Date, each Seller owns of the Sellers shall own beneficially and of record, free and clear of any lienLien, option or other encumbrance, shall own of record and has have full power and authority to convey free and clear of any lien or other encumbranceLien, the Shares set forth opposite next to such Seller's name on Exhibit ASchedule 4.1, and, upon delivery of and payment for such Shares at the Closing as herein provided, such Seller each of the Sellers will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amn Healthcare Services Inc)

Title to the Shares. As of the Closing Date, each such Seller owns owns, beneficially and of record, record and free and clear of any lien, option or other encumbrance, and has full power and authority to convey free and clear of any lien or other encumbranceLien, the Shares set forth opposite such Seller's name on Exhibit ASchedule 4.1, and, upon delivery of and payment for such Shares at the Closing as herein provided, such Seller will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (Triarc Companies Inc)

Title to the Shares. As of the Closing Date, each such Seller owns shall own beneficially and of record, free and clear of any lienLien, option or other encumbrance, shall own of record and has have full power and authority to convey free and clear of any lien or other encumbranceLien, the Shares set forth opposite such Seller's name on Exhibit AExhibits A-1 or A-2, as the case may be, and, upon delivery of and payment for such Shares as herein provided, such Seller will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbranceLien.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commodore Media Inc)

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