Common use of Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance Clause in Contracts

Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Sellers have and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to the Purchaser; and on delivery to the Purchaser of the Shares, good and valid title to all the Shares will pass to Purchaser and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions (other than resale restrictions under federal and state securities laws), demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of the Companies. The Shares have been legally and validly issued in compliance with all applicable securities laws, and are fully paid and non-assessable shares of the Companies’ Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the Companies. At the Closing, pursuant to Section 1.6 Sellers shall deliver to the Purchaser Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever with appropriate stock powers and signature guarantees.

Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Sellers have Seller has and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to the Purchaser; and on delivery to the Purchaser of the Shares, good and valid title to all the Shares will pass to Purchaser and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions (other than resale restrictions under federal and state securities laws), demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of the CompaniesCompany. The Shares have been legally and validly issued in compliance with all applicable U.S. federal and state securities laws, and are fully paid and non-assessable shares of the Companies’ Company’s Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the CompaniesCompany. At the Closing, pursuant to Section 1.6 Sellers Seller shall deliver to the Purchaser Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever with appropriate stock powers and signature with medallion guarantees.

Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Sellers have and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to the Purchaser; and on delivery to the Purchaser of the Shares, good and valid title to all the Shares will pass to Purchaser and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions (other than resale restrictions under federal and state securities laws), demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of the CompaniesCompany. The Shares have been legally and validly issued in compliance with all applicable U.S. federal and state securities laws, and are fully paid and non-assessable shares of the Companies’ Company’s Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the CompaniesCompany. At the Closing, pursuant to Section 1.6 Sellers shall deliver to the Purchaser Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever with appropriate stock powers and signature with medallion guarantees.

Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Sellers have Seller has and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to the Purchaser; and on delivery to the Purchaser of the Shares, good and valid title to all the Shares will pass to Purchaser and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions (other than resale restrictions under federal and state securities laws), demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of the CompaniesCompany. The Shares have been legally and validly issued in compliance with all applicable U.S. federal and state securities laws, and are fully paid and non-assessable shares of the Companies’ Company's Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the CompaniesCompany. At the Closing, pursuant to Section 1.6 Sellers Seller shall deliver to the Purchaser Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in of any other party whatsoever with appropriate stock powers and signature with medallion guarantees.