Title to Company Common Stock. Except as set forth in Schedule A, each Seller is, and as of the Closing will be, the record and beneficial owner of the Company Common Stock set forth opposite such Seller’s name on Schedule A, free and clear of all Liens and, in the case of any Seller that is a trust, any claims under such trust by any beneficiary thereunder or any other Person. Upon transfer of the Company Common Stock to Buyer at the Closing in accordance with Article I, Buyer will receive good and marketable title to the Company Common Stock as set forth opposite each Seller’s name on Schedule A, free and clear of all Liens (including those set forth in Schedule A).
Title to Company Common Stock. Such Purchaser (if such Purchaser is contributing Company Common Stock in exchange for some or all of the Shares being issued to such Purchaser hereunder) has good and valid title to the shares of Company Common Stock being contributed to Parent pursuant to Section 1.1, free and clear of all claims, liens and encumbrances.
Title to Company Common Stock. The Shareholders own the Shares, ----------------------------- beneficially and of record, free and clear of any liens, claims, encumbrances, or proprietary interests of any third party, and hold the Shares as "Lalit and Xxxxxxxx Xxxxxx, as Community Property." There is not outstanding any subscription, option, warrant, call, right or other agreement or commitment obligating such Shareholder or the Company to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any shares of Company Capital Stock.
Title to Company Common Stock. Except as set forth on SCHEDULE 4.2, each stockholder of the Company, representing and warranting only as to his or its Company Common Stock, owns and has good and merchantable title to the Company Common Stock in his or its name in the records of the Company, free and clear of all Encumbrances or other interests. Notwithstanding any disclosure on SCHEDULE 4.2 hereof, each stockholder of the Company shall be obligated on the Effective Date to have removed any Encumbrances and other interests on his or its Company Common Stock prior to or contemporaneously with the Merger.
Title to Company Common Stock. Immediately prior to the First Effective Time, the NESCO Owner will be the sole lawful record and beneficial owner of the Company Common Stock and shall have title to the Company Common Stock free and clear of all Liens other than applicable Securities Laws restrictions. Other than this Agreement, such Company Common Stock are not subject to any voting trust agreement or any other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Company Common Stock.
Title to Company Common Stock. The Shareholder owns good, valid and marketable title to 100% of the issued and outstanding Company Common Stock, free and clear of any and all Liens (including any spousal interests (community or otherwise)) other than Permitted Liens.
Title to Company Common Stock. Stockholder holds of record, owns beneficially and has good, valid and marketable title to all of the issued and outstanding Company Common Stock, free and clear of any Liens and restrictions on transfer (other than restrictions on transfer under the Securities Act and applicable state securities laws). Except for this Agreement and except as set forth on the Company Common Stock Schedule, there are no contracts (whether or not in writing) between Stockholder and any Person with respect to the acquisition, disposition, transfer, registration or voting of, or any other restrictions on any of, the shares of Company Common Stock.
Title to Company Common Stock. The UCI Sole Shareholder is and as of the Closing Date will be the sole legal, beneficial and record owner of all of the issued and outstanding shares of capital stock of UCI.
Title to Company Common Stock. Such Stockholder (i) owns of record and beneficially and has good and marketable title to the number of shares of Company Common Stock set forth opposite the Stockholder's name on Schedule 3.2, free and clear of any and all Liens, and (ii) has the right to vote such shares on any matters as to which any shares of Company Common Stock are entitled to vote under the laws of the State of Delaware and the Company's certificate of incorporation and bylaws, free of any right in any other person.
Title to Company Common Stock. Except as set forth on Schedule 4.1, such Company Stockholder is and immediately prior to the Effective Time will be the sole legal, beneficial and record owner of the number of shares of Company Common Stock set forth opposite such Company Stockholder's name in the column on Schedule 2.1 entitled "Shares of Company Common Stock." Since the date of issuance or sale of such shares of Company Common Stock to such Company Stockholder, there has been no event, or action taken (or failure to take action) by or against such Company Stockholder, which has resulted or might result in the creation of any Encumbrance on such shares. Such Company Stockholder has and immediately prior to the Effective Time such Company Stockholder will have good, valid and marketable title to such shares of Company Common Stock, free and clear of all Encumbrances, except such restrictions on the transfer of such shares as may be applicable under federal and state securities Laws.
