Good Title Conveyed Sample Clauses

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.
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Good Title Conveyed. The stock certificates and stock powers, if any, executed and delivered by, or DWAC transfer in lieu of such stock certificates made by, Sellers at the Closing or at the Modified Closing, as the case may be, will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and vest in each Buyer good, valid and marketable title to all Purchased Shares purchased by such Buyer, free and clear of any and all Liens.
Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments, and other instruments being executed and delivered by the Selling Stockholder to the Purchaser at the Closing will be valid and binding obligations of the Selling Stockholder, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the Shares pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act of 1933, as amended (the "Securities Act"), and state securities laws.
Good Title Conveyed. All Purchased Shares sold by such Seller hereunder, shall be free and clear of any and all Liens and good, valid and marketable title to such Purchased Shares will effectively vest in the Company at the Closing.
Good Title Conveyed. All Purchased Shares sold by such member of the Icahn Group hereunder, shall be free and clear of any and all Liens and good, valid and marketable title to such Purchased Shares will effectively vest in the Company at the Closing.
Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and deliv ered by the shareholders to Purchaser or Purchaser's Subsidiary at the Closing will be valid and binding obligations of the shareholders, enforceable in accordance with their respective terms, and will effectively vest in Purchaser or Purchaser's Subsidiary good, valid and marketable title to all the shares and interests to be transferred to Purchaser or Purchaser's Subsidiary pursuant to and as contemplated by this Agree ment free and clear of all Encumbrances except for any Encumbrances created by this Agreement and the restrictions on transfer contained in the agreements with the other owners of the Seller's Foreign Subsidiaries.
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Good Title Conveyed. At the time of issuance, the Units will be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. The Units, when issued, will be free and clear of all Encumbrances, except for any restrictions on transfer arising under the lock-up agreement to be executed by the Buyer concurrent with the closing of the Offering, the Securities Act or any applicable state or Canadian provincial securities laws.
Good Title Conveyed. Upon execution and delivery of the transfer order (ordre de mouvement) for the Shares to Purchaser, the recording of the name of Purchaser as owner of the Shares in the Company’s statutory registers all as provided herein, Purchaser will acquire good, valid and marketable title to the Shares, free and clear of all Encumbrances, and all other rights or warrants issued by the Company will have been validly exercised or extinguished.
Good Title Conveyed. At the time of issuance, the Shares will be duly authorized, validly issued, fully paid and nonassessable and, not subject to any preemptive rights. The Shares, when issued, will be free and clear of all Encumbrances, except for any restrictions on transfer arising under the lock-up agreement to be executed by the Buyers concurrent with the closing of the Base Offering, the Securities Act or any applicable state or Canadian provincial securities laws.
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