Common use of Ownership of Shares; Title Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

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Ownership of Shares; Title. Each The Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 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 claims and voting or encumbrances and free and clear of any restrictions on transfer (other agreements except than restrictions on transfer imposed by applicable federal and state securities laws), proxies and voting or other agreements.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. Each The 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 himit, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. Each The 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. Each Such Stockholder is the owner of record and beneficially of the number of Shares as set forth indicated on Schedule 3.1 hereof and has, and shall transfer to Sub the Merger Subs at the Closing, good and marketable title to the Shares owned by himsuch Shares, 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 lawslaws and under the Company Agreements with manufacturers set forth on Schedule 2.4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Auto Group Inc)

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Ownership of Shares; Title. Each Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 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 claims and voting or encumbrances and free and clear of any restrictions on transfer (other agreements except than restrictions on transfer imposed by applicable federal and state securities laws), proxies and voting or other agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. Each The 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 himShares, free and clear of any and all security interests, pledge agreements, Liens, encumbrancesSecurity Interests, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. Each Such Stockholder is the owner of record and beneficially of the number of Shares as set forth indicated on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by himsuch Shares, 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 lawslaws and under the Company Agreements with manufacturers set forth on Schedule 2.4 hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

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