TITLE TO AND VALIDITY OF SHARES. Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and transfer the Shares designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.03, free and clear of any Lien and, upon payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.
TITLE TO AND VALIDITY OF SHARES. Seller has good and marketable title to and unrestricted power to vote and sell the Shares free and clear of any Lien (excluding, for this purpose, any applicable securities laws restrictions) and, upon purchase and payment of the Purchase Price therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any and all such Liens. Seller owns all of the issued and outstanding capital stock of the Company. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable and free of pre-emptive rights. All of the Shares are registered in the name of Seller.
TITLE TO AND VALIDITY OF SHARES. The Principal Shareholder has, and immediately prior to the Closing will have, legal, valid and marketable title to 5,900,000 outstanding shares of the Company Common Stock, free and clear of all Liens (other than Liens arising under applicable securities laws. As of the date hereof, the Principal Shareholder is the sole record and beneficial owner of the Company. The Principal Shareholder has the unrestricted power to vote the shares of Company Common Stock held by him and has voted all such shares of Company Common Stock in favor of the execution of this Agreement and the Merger. The Principal Shareholder is not a party to any agreement currently in effect and will not become a party to any agreement providing for the sale (contingent or otherwise) of any Company Shares, any interest therein or in any other capital stock or security of the Company, including any calls, commitments or claims of any other character relating to the sale of any Company Shares or any other capital stock or security of the Company. Except for outstanding options to purchase 774,411 shares of Company Common Stock under the Company Stock Plans, neither the Company nor the Principal Shareholder has any obligation to issue any securities of the Company to any other person. The Principal Shareholder has not granted any option or other right to purchase any securities of the Company to any other Person.
TITLE TO AND VALIDITY OF SHARES. The Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by the Seller opposite Seller's name on Schedule 1.01 (including, if any, the Employee Shares), free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares to be sold by the Seller are registered in the name of such Seller. Seller has no claim against the Company or its subsidiary for any additional shares of capital stock or other compensation other than wages for the most recent pay period.
TITLE TO AND VALIDITY OF SHARES. Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by Seller opposite Seller's name on Schedule 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to NETsilicon thereof in accordance with the terms of this Agreement, NETsilicon will obtain good and marketable title to such Shares free and clear of any Lien, other than any Lien resulting from NETsilicon's ownership of such Shares. All Shares owned by Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by Seller are registered in the name of Seller.
TITLE TO AND VALIDITY OF SHARES. Such Seller has good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.01(a)(i), free and clear of any Lien or claim, including claims of spouses, former spouses or other family members, or other stockholders (or former stockholders) of the Company. All Shares owned by such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.
TITLE TO AND VALIDITY OF SHARES. The Trust now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by the Trust opposite the Trust's name on SCHEDULE 2.01, free and clear of any Lien. All Shares owned by the Trust have been duly authorized and validly issued and are fully paid and non-assessable.
TITLE TO AND VALIDITY OF SHARES. Such Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by such Seller opposite such Seller’s name on Schedule 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to the Buyer thereof in accordance with the terms of this Agreement, the Buyer will obtain good and marketable title to such Shares free and clear of any Lien.
TITLE TO AND VALIDITY OF SHARES. The Selling Stockholder has good and valid title to and has the power to sell the Preferred Shares, free and clear of any lien, pledge, security interest, options, charges, encumbrances or other claim or defect of title whatsoever (collectively, “Liens”) and, upon purchase and payment therefor and delivery to the Buyer thereof in accordance with the terms of this Agreement, the Buyer will obtain good and valid title to such Preferred Shares free and clear of any Lien or adverse claim other than any Liens contained in agreements between the Company and the Selling Shareholders entered into in connection with the purchase of the Preferred Shares .
TITLE TO AND VALIDITY OF SHARES. The Stockholder now has, and on the Closing Date will have (or, with respect to a Stockholder who has Option Shares, on the Closing Date only will have), good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by such Stockholder opposite such Stockholder's name on Schedule 2.01 and Schedule 3.05, free and clear of any Lien. All Shares owned by such Stockholder have been duly authorized and validly issued and are fully paid and non-assessable.
