No Liens on Shares. 8 3.3 Other Rights to Acquire Capital Stock....................................... 8 3.4 Due Organization............................................................ 8 3.5
No Liens on Shares. Except as shown on Schedule 3.1, Seller ------------------ ------------ owns the Shares, free and clear of any Encumbrances other than the rights and obligations arising under this Agreement, and none of the Shares is subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Shares is subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws. At Closing, Seller will have full power and authority to convey good and marketable title to the Shares, free and clear of any Encumbrances.
No Liens on Shares. Sellers collectively own the Shares, free and ------------------ clear of any Encumbrances other than the rights and obligations arising under this Agreement, and none of the Shares is subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Shares is subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws. Sellers have full power and authority to convey good and marketable title to the Shares, free and clear of any Encumbrances.
No Liens on Shares. The Sellers own the Shares, free and clear of any Encumbrances other than the rights and obligations arising under this Agreement, and none of the Shares is subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Shares is subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws. At Closing, the Sellers will have full power and authority to convey good and marketable title to the Shares, free and clear of any Encumbrances other than the restrictions imposed by federal and state securities laws.
No Liens on Shares. The Shares when issued to the Seller pursuant to the terms of this Agreement (a) will be free and clear of any liens, restrictions, security interests, claims, rights of another, or Encumbrances of any kind whatsoever; (b) will not be subject to any outstanding options, warrants, calls, or similar rights of any other person to acquire the same; and (c) will not be subject to any restrictions on transfer thereof. Dutch Gold has the full power and authority to convey, and will convey to the Sellers, good and marketable title to the Shares, free and clear of all such liens, restrictions, security interests, claims, rights of another or Encumbrances of any kind whatsoever.
No Liens on Shares. Each of the shares of MAT Common Stock being converted into and exchanged for Merger Consideration pursuant to this Agreement is owned beneficially and of record by a Selling Shareholder or an Other MAT Shareholder, as the case may be, and is free and clear of pledges, liens, claims, limitations on voting rights, options, charges, security interests and other encumbrances of any nature whatsoever.
No Liens on Shares. 8 3.3 Other Rights to Acquire Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.4 Due Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.5 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3.6
No Liens on Shares. Except as otherwise set forth in the ------------------ Stockholders Agreement which shall, on the Closing Date, terminate and be of no further force or effect, in respect of the sale of the Company Shares being purchased pursuant hereto, such Stockholder owns the Company Shares, free and clear of any Encumbrances other than the rights and obligations arising under this Agreement, and none of such shares is subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of such shares is subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws. Such Stockholder has full power and authority to convey good and marketable title to the Company Shares owned by him or it free and clear of any Encumbrances.
No Liens on Shares. Each Seller is the true and lawful owner, of record and beneficially, of his Shares, free and clear of any liens, restrictions, security interests, claims, rights of another, or encumbrances (each a "Lien"); none of the Shares are subject to any outstanding options, warrants, calls, or similar rights of any other person to acquire the same; none of the Shares are subject to any restrictions on transfer thereof; and each Seller has the full power and authority to convey, and will convey to Buyer at Closing, good and marketable title to such Seller's Shares, free and clear of any Liens.
No Liens on Shares. Such Purchaser further undertakes not to at any time create a Lien upon its Shares or any portion thereof (not including the Call under this Agreement). Immediately prior to an Exchange, such Purchaser shall be legally and beneficially entitled to the whole of the interest in its Shares, and there shall be no Lien whatsoever on any of the Shares. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in this Section 3.3.
