Title; Capitalization. Each Seller is the record and beneficial owner and holder of the Shares it proposes to sell hereunder, free and clear of all liens and encumbrances.
Title; Capitalization. (a) The Company or its applicable subsidiary, as applicable, is the record and beneficial owner of the Purchased Interests, free and clear of all liens (other than restrictions on transfer which arise under applicable securities laws and liens created in or by Purchaser or any of its affiliates). The Company or its applicable subsidiary is not a party to any option, warrant, purchase right, right of first offer or first refusal or other Contract, commitment or understanding that could require the Company or its applicable subsidiary to sell, transfer, or otherwise dispose of, or create any lien on, any of the Purchased Interests.
Title; Capitalization. If the Conversion Legislation is passed and ratified, Nuevo will receive at Closing, valid and marketable title to the Grantor Stock or the Grantor Assets, as applicable, free and clear of any claims, liens, pledges, charges, encumbrances, mortgages, security interests, options, restrictions on transfer, rights of first refusal, preemptive or other rights or other agreements, interests or equities or any other material imperfections of title.
Title; Capitalization. (a) The Corporation has title to all of its assets and other property subject to the Encumbrances set forth on Schedule 4.3(a) and Encumbrances duly recorded in the public record. Neither Seller or Corporation make any warranty or representation with respect to the condition or marketability of title to the assets. The assets are conveyed "As-Is" in all respects.
Title; Capitalization. (a) The authorized capital stock of RAB consists of 10,000,000 shares of Common Stock and no shares of preferred stock. As of the date of this Agreement, there were 5,062,500 shares of Common Stock outstanding and no shares of Common Stock held in treasury. As of the date of this Agreement, to the knowledge of Seller, no shares of Common Stock were reserved for issuance, except for an aggregate of 1,250,000 shares of Common Stock reserved for possible issuance under the Royal Asian Bank 2008 Long-Term Incentive Plan. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, to the knowledge of Seller, except as set forth above and except for 250,000 shares of Common Stock remaining to be issued to Shin under the Shin Restricted Stock Agreement (after giving effect to the 62,500 shares of Common Stock which are issued under the Shin Restricted Stock Agreement which vested on November 4, 2008), RAB does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Common Stock or any other equity securities of RAB or any securities representing the right to purchase or otherwise receive any shares of RAB capital stock.
Title; Capitalization. (a) The LLC Seller owns good, valid and marketable title to all of the Interests, free and clear of any and all Liens (other than Liens under securities Laws). Except as set forth on Schedule 3.3(a), the Interests constitute all outstanding equity securities of the Company. All such Interests (i) have been duly and validly issued; and (ii) were not issued in violation of any preemptive rights or rights of first refusal or first offer. All of the issued and outstanding Interests and all of the other securities issued by the Company were granted, offered, sold and issued in compliance, in all material respects, with all applicable state and federal securities Laws. Except as set forth on Schedule 3.3(a), there are no outstanding or authorized Convertible Securities, equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 3.3(a), there are no outstanding voting trusts, proxies, equity holder agreements or any other agreements or understandings with respect to Company securities, and there are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts to which the Company is a party or by which the Company is bound relating to any of the Interests or any other equity securities of the Company.
Title; Capitalization. (a) The Company or its applicable subsidiary, as applicable, is the record and beneficial owner of the Purchased Interests, free and clear of all liens (other than restrictions on transfer which arise under applicable securities laws and liens created in or by Purchaser or any of its affiliates and, if Purchaser opts to assume the obligations under the Aggregation Facility, any liens in favor of the collateral agent or any secured party under the Aggregation Facility). The Company or its applicable subsidiary is not a party to any option, warrant, purchase right, right of first offer or first refusal or other Contract, commitment or understanding that could require the Company or its applicable subsidiary to sell, transfer, or otherwise dispose of, or create any lien on, any of the Purchased Interests (other than restrictions on transfer which arise under applicable securities laws and liens created in or by Purchaser or any of its affiliates and, if Purchaser opts to assume the obligations under the Aggregation Facility, any liens in favor of the collateral agent or any secured party under the Aggregation Facility).
Title; Capitalization. (i) Seller has good and marketable title to one hundred percent (100%) of the Transferred Membership Interests and owns the same free and clear of any liens, claims, security interests and encumbrances (other than pursuant to the LLC Agreement) (“Claims”), except for Claims that will be discharged in connection with the consummation of the transactions contemplated by this Agreement.
Title; Capitalization. (a) Except as set forth on Schedule 2.4(a), all of the Transferred Securities were duly authorized, validly issued, fully paid and, to the extent applicable, non-assessable and are owned beneficially and of record by Seller free and clear of any Lien, other than Permitted Liens. The delivery to Buyer of the Transferred Securities pursuant to this Agreement will transfer to Buyer good, valid and marketable title to the Transferred Securities, free and clear of any and all Liens, except for Permitted Liens.
Title; Capitalization. The Company is authorized to issue one hundred (100) shares of Company Common Stock. As of the date of this Agreement, (i) one (1) share of Company Common Stock is issued and outstanding and (ii) no other shares of Company Common Stock, other voting securities of the Company have been issued, reserved or authorized for issuance or outstanding. All issued and outstanding shares of Company Common Stock have been duly authorized and are validly issued, fully paid, nonassessable and not subject to preemptive rights and are owned beneficially and of record by the Company Stockholder. There are no other outstanding calls, rights, commitments, agreements, arrangements or undertakings of any kind, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold Equity Interests in the Company, or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Equity Interests of the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its Equity Interests or make any material investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in Section 3.4 of the Company Disclosure Schedule, there are no voting trusts or similar agreements to which the Company Stockholder, the Company or any of the Company’s Subsidiaries is a party with respect to the voting of the capital stock of the Company or any Subsidiary of the Company. The Company Stockholder has good, valid and marketable title to the Company Common Stock, free and clear of all Liens (including any restriction on the right to vote, sell or otherwise dispose of such Company Common Stock), other than restrictions under applicable federal and state securities Laws.
