Ownership of Shares; Title. Each Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by him, free and clear of any and all security interests, pledge agreements, Liens, encumbrances, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.
Ownership of Shares; Title. Seller is the lawful owner, beneficially and of record of all of the Shares, and, subject to obtaining the Institutional Lenders Consent and the Lenders Banks Consents, shall transfer to Purchaser at the Closing, all of the Shares, free and clear of all Encumbrances or as contemplated hereunder. Seller does not own any other shares, options or other rights to subscribe for, purchase or acquire any securities of the Company from the Company or from any other Person.
Ownership of Shares; Title. Except as set forth in Schedule 2.4, as of the date hereof and immediately prior to the Closing, all of the Securities are lawfully owned of record and beneficially by such Seller, free and clear of any Claim. Such Seller has the full legal right, power and authority to transfer all of its Securities in accordance with the terms of this Agreement. Upon the acquisition of the Seller's Securities by the Investor, the Investor will acquire good title thereto free and clear of any Claim.
Ownership of Shares; Title. As of immediately preceding the Closing, Seller is the sole direct record and beneficial owner of, and will have good title to, all of the Shares, in each case, free and clear of all Liens other than restrictions imposed by federal and state securities Laws. Seller has, and shall transfer to Buyer at the Closing, good title to the Shares, free and clear of all Liens, except for (i) Liens created by this Agreement and (ii) restrictions imposed by federal and state securities Laws.
Ownership of Shares; Title. The Seller is the owner of record and beneficially of all of the Shares. The Seller has not received any notice of any adverse claim to the ownership of the Shares, does not have any reason to know of any such adverse claim and is not aware of existing facts that would give rise to any adverse claim to the ownership of the Shares. The sale and delivery of the Shares to the Buyer pursuant to this Agreement shall vest in the Buyer legal and valid title to the Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever ("Encumbrances"), other than Encumbrances created by the Buyer and restrictions on resales of the Shares under applicable securities laws.
Ownership of Shares; Title. He is the owner of record and beneficially of the Shares he is selling hereunder. He has good and marketable title to such Shares, free and clear of all Liens. He has received no notice of any adverse claim to the ownership of the Shares. There is no security, option, warrant, right, call, subscription, agreement, conversion or exchange, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly affects the Shares.
Ownership of Shares; Title. Each Stockholder is the owner of record and beneficially of the number of Shares set forth next to such Stockholder’s name on Schedule 2.2. Such Stockholder has, and shall transfer to Buyer at the Closing, good, valid and marketable title to such Shares, free and clear of any and all Liens.
Ownership of Shares; Title. 30 3.2 Authority....................................................... 30
Ownership of Shares; Title. All of the issued and outstanding shares of Company Stock set forth opposite such Stockholder's name on SCHEDULE 1 are lawfully owned of record and beneficially by such Stockholder, free and clear of any Liens. Such Stockholder has the full legal right, power and authority to vote, sell, assign, transfer and convey such shares of Company Stock. Such shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment, option, proxy, right of first refusal or understanding, including without limitation any contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares.
Ownership of Shares; Title. Each Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to UAG at the Closing, good and marketable title to the Shares owned by him, free and clear of any and all security interests, pledge agreements, Liens, encumbrances, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.
