Common use of Target Shares Clause in Contracts

Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Caneum Inc), Stock Purchase Agreement (Caneum Inc)

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Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act Reserve Bank of India “RBI”, FEMA and Securities LawsROC), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Caneum Inc), Stock Exchange Agreement (Caneum Inc)

Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(bone hundred percent (100%) of the Disclosure Scheduleoutstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 2 contracts

Samples: Stock Purchase Agreement (XSport Global, Inc.), Stock Purchase Agreement (General Employment Enterprises Inc)

Target Shares. Seller Xxxxxx holds of record and owns beneficially the number of Target Shares set forth next to his or her name in §4(b) Section 4.2 of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxesTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)

Target Shares. The Seller holds of record and owns beneficially has authority to transfer the number of Target Shares set forth next to his name in §4(b) of on the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of TargetTarget Shares.

Appears in 1 contract

Samples: For Purchase (E Pawn Com Inc)

Target Shares. The Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure ScheduleShares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsapplicable laws), taxesTaxes and security interests meaning any mortgage, Lienspledge, lien, encumbrance, charge, or other security interest ("Security Interests"), options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target Shares. The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.the Target Shares

Appears in 1 contract

Samples: Share Purchase Agreement (Aceto Corp)

Target Shares. Seller holds Sellers hold of record and owns beneficially the number of Target Shares set forth next to his name in §4(bone hundred percent (100%) of the Disclosure Scheduleoutstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is Sellers are not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is Sellers are not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Leafbuyer Technologies, Inc.)

Target Shares. Seller holds Sellers hold of record and owns own beneficially the number of Target Shares set forth next to his name in §4(bone hundred percent (100%) of the Disclosure Scheduleoutstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller None of the Sellers is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. No Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target. The Target Shares represent all of the Sellers' equity ownership interest in the Target (including any contingent interests).

Appears in 1 contract

Samples: Stock Purchase Agreement (General Employment Enterprises Inc)

Target Shares. The Seller holds of record and owns ------------- beneficially the number of Target Shares set forth next to his name in §4(b) all of the Disclosure ScheduleTarget Shares, free and clear of any restrictions on transfer Encumbrance (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, contracts and equities, claims, and demands. No other Person holds of record or owns beneficially any Target Shares. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller to issue, sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement) or security convertible into capital stock of the Target. The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target. Other than to the Buyer, the Seller has not assigned, transferred, gifted, pledged, or otherwise disposed of any of the Target Shares.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Industrial Technologies Inc)

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Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Caneum Inc)

Target Shares. Seller holds Sellers hold of record and owns own beneficially the number of Target Shares set forth next to his name in §4(bone hundred percent (100%) of the Disclosure Scheduleoutstanding Target Shares (i.e., shares of capital stock of Target), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller None of the Sellers is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller Sellers or Target to sell, transfer, or otherwise dispose of any capital stock of Target. No Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Employment Enterprises Inc)

Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to his or its name in §Section 4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxesTaxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of TargetTarget (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ultralife Batteries Inc)

Target Shares. The Seller holds of record and owns beneficially the number of Target Shares set forth next to his its name in §4(bSection4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aurelio Resource Corp)

Target Shares. The Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) -------------- all of the Disclosure Scheduleoutstanding Target Shares, and as of the Closing Date such Shares shall be free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Lawsstate securities laws), taxesTaxes, LiensSecurity Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of Targetthe Target (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target.

Appears in 1 contract

Samples: Stock Purchase Agreement (Whittaker Corp)

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