Common use of Ownership of the Shares Clause in Contracts

Ownership of the Shares. Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Healthmed Inc), Stock Purchase Agreement (Katz David), Purchase Rights Agreement (Katz David)

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Ownership of the Shares. (a) The Seller is the ownerrecord and beneficial owner of the Shares. The Seller has good and valid title to the Shares and, beneficially upon the transfer of the Shares in accordance with this Agreement, the Buyer will receive good and of record, valid title to the portion of the Shares being transferred pursuant by the Seller to this Agreement the Buyer, free and clear of all liens, charges, claims, encumbrances, security interests, equities, Liens other than restrictions on transfer or other defects in title imposed by the laws of any kind foreign, state or descriptionlocal jurisdiction, applicable to Seller.

Appears in 3 contracts

Samples: Stock Repurchase Agreement (Gulf Resources, Inc.), Stock Repurchase Agreement (Gulf Resources, Inc.), Stock Repurchase Agreement (Gulf Resources, Inc.)

Ownership of the Shares. Seller is the owner, beneficially record and beneficial owner of record, all of the Shares being transferred pursuant to this Agreement free and clear of all liens, chargesencumbrances, purchase rights, claims, encumbrancespledges, mortgages, security interests, equities, restrictions on transfer or other defects in title limitations or restrictions whatsoever. Seller is not subject to, or a party to, any articles of incorporation or bylaw provisions, shareholder control agreements, buy-sell agreements, contracts, instruments or other restrictions of any kind or descriptioncharacter which directly or indirectly restrict or otherwise limit in any manner the voting, sale or other disposition of the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wsi Industries Inc), Stock Purchase Agreement (Wsi Industries Inc)

Ownership of the Shares. Seller is the owner, beneficially and of record, lawful owner of the Shares being transferred pursuant to this Agreement Shares, free and clear of all liens, charges, claims, encumbrances, security interestsrestrictions and claims of every kind. Except as set forth on Schedule 1.1 attached hereto, equitiesSeller has full legal right, restrictions on power and authority to sell assign, transfer or other defects and convey the Shares in accordance with the terms and subject to the conditions of this Agreement. The delivery to Purchaser of the Shares pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any kind claim, lien, encumbrance or descriptionagreement with respect thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nematron Corp), Stock Purchase Agreement (Nematron Corp)

Ownership of the Shares. Seller is the owner, beneficially record and of record, beneficial owner of the Shares being of Common Stock of the Company set forth on the signature page hereto and to be transferred to the Buyer pursuant to this Agreement Agreement. All of the Shares to be delivered by the Seller are free and clear of all liensvoting trusts, chargesagreements, claimsarrangements, encumbrances, security interestsliens, equitiesclaims and liabilities of every nature, restrictions on transfer or other defects in and each Seller is conveying clear and unencumbered title of any kind or description.thereto to the Shares

Appears in 2 contracts

Samples: Stock Purchase Agreement (Corporate Equity Investments, Inc.), Stock Purchase Agreement (Capital Equity Finance Inc.)

Ownership of the Shares. Seller is the owner, beneficially lawful record and of record, beneficial owner of the Shares being transferred pursuant to this Agreement Shares, free and clear of all any liens, pledges, encumbrances, charges, claims, encumbrances, security interests, equities, claims or restrictions on transfer or other defects in title of any kind kind, except as set forth in Schedule 4.6, and has, or descriptionwill have on the Closing Date, the absolute, unilateral right, power, authority and capacity to enter into and perform this Agreement without any other or further authorization, action or proceeding, except as specified herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eclips Energy Technologies, Inc.)

Ownership of the Shares. Seller is the ownerrecord and beneficial owner of the Shares, beneficially free and of recordclear, in each case, of the Shares being transferred pursuant to this Agreement free and clear of all any liens, charges, claims, encumbrances, security interests, equitiesoptions, charges or other encumbrances, restrictions on or third-party rights with respect to the Shares. Seller has full power and authority to transfer the Shares to Purchaser, free and clear, in each case, of any liens, claims, security interest, options charges or other defects in title encumbrances, restrictions or third-party rights or claims with respect to the Shares. The Shares constitute all of any kind or descriptionthe shares of the Company held by Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Times Mirror Co /New/)

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Ownership of the Shares. Seller is the owner, beneficially record and of record, beneficial owner of the Shares being transferred pursuant to this Agreement Shares, which are free and clear of all liens, charges, claims, encumbrancesany lien, security interestsinterest, equitiescharge, restrictions encumbrance or claim, and Seller has, or will have on the Closing Date, the right to transfer or other defects in to Buyer complete and encumbered legal and equitable title of any kind or descriptionto the Shares.

Appears in 1 contract

Samples: Business Combination Agreement (It Partners Inc)

Ownership of the Shares. Seller is the owner, beneficially lawful record and beneficial owner of record, all of the Shares being transferred pursuant to this Agreement Shares, free and clear of all liens, charges, claims, encumbrances, restrictions, security interests, equities, restrictions on transfer interests and rights or other defects in title interests of others of any kind kind, and there is no existing option, call, agreement or descriptioncommitment of any character relating to any of the Shares.

Appears in 1 contract

Samples: Memorandum of Agreement (Milestone Scientific Inc.)

Ownership of the Shares. Seller is the owner, beneficially record and of record, beneficial owner of the Shares being transferred pursuant to this Agreement Shares, which are free and clear of all liens, charges, claims, encumbrancesany lien, security interestsinterest, equitiescharge, restrictions encumbrance or claim, and Seller has, or will have on the Closing Date, the right to transfer or other defects in to Buyer complete and encumbered legal and equitable title of any kind or descriptionto the shares.

Appears in 1 contract

Samples: Business Combination Agreement (It Partners Inc)

Ownership of the Shares. Seller is the owner, beneficially registered legal and beneficial owner of record, of good and valid title to the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer any Encumbrances. The Shares constitute the entirety of Seller’s equity interest in the Company and Seller holds no derivative securities or other defects rights for any equity interest in the Company except for any interest of Seller in the Company’s 1998 Stock Appreciation Plan. Upon payment of the purchase price therefor as provided in Section 2.2 of this Agreement, Buyer will acquire from Seller good and valid title to the Shares, free and clear of any kind or descriptionEncumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Western Wireless Corp)

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