Title to Company Stock. Each of the Sellers is the beneficial and record owner of the Company Stock being sold by such Seller, and each Seller has valid and marketable title to such Company Stock, free and clear of any lien, pledge and Encumbrance, Tax or any claim of any third party. No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than this Agreement). No Seller is a party to any voting trust, proxy or other agreement or other understanding with respect to the voting of any capital stock of the Company. Upon delivery of the share certificates representing the Company Stock in accordance with the terms hereof, valid and marketable title to the Company Stock will pass to Buyer free and clear of any lien, pledge and Encumbrance or any claim of any third party.
Title to Company Stock. Seller has good and marketable title to the Company Stock, and the Company Stock will be transferred to Purchaser free and clear of all Encumbrances. There are no outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, arrangements or understandings of any character obligating the Company (i) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any securities or obligations convertible into or exchangeable for such shares or (ii) to grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right, agreement, arrangement or understanding described in clause (i) above.
Title to Company Stock. The Seller owns (or as of the Effective Time will own) the Company Stock set forth for such Seller on Schedule 2.2(a)(iii) free and clear of all Liens. No Person other than the Seller has any interest, direct, contingent or otherwise, in such Company Stock.
Title to Company Stock. Each Seller owns beneficially and of record and has good and marketable title to one-half of the issued and outstanding shares of the Company Stock. Upon consummation of the transactions contemplated herein, Purchaser shall own good and marketable title to all of the Company Stock, which will constitute all of the outstanding equity securities of the Company, free and clear of all Liens, options, proxies, voting trusts or other agreements, applicable federal and state securities law restrictions and any other restrictions whatsoever created or suffered to exist by Sellers. Upon consummation of the transactions contemplated herein, the Company shall not have outstanding any stock or securities convertible or exchangeable for any of its Company Stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase the Company Stock (other than pursuant to this Agreement) or any stock or securities convertible into or exchangeable for Company Stock or any stock appreciation rights or phantom stock plans.
Title to Company Stock. The Stockholder is and as of the Effective Time will be the sole legal, beneficial and record owner of all of the shares of Company Stock. Since the date of issuance or sale of such shares of Company Stock to the Stockholder, there has been no event, or action taken (or failure to take action) by or against the Stockholder, which has resulted or might result in the creation of any Encumbrance on such shares. The Stockholder has and as of the Effective time the Stockholder will have good, valid and marketable title to all of the shares of Company 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, with full right and lawful authority to sell and transfer the shares to Acquiror pursuant to this Agreement. Immediately following the Effective Time, Acquiror will acquire good, valid and marketable title thereto, 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.
Title to Company Stock. Such Company Stockholder holds of record and owns the number of shares of Company Stock set forth next to the name of such Company Stockholder on Part 3.2.1 of the Company Disclosure Schedule, free and clear of any Encumbrances.
Title to Company Stock. Such Principal Shareholder or Additional ---------------------- Founder has good and marketable title to the number of shares of Company Stock set forth opposite such Principal Shareholder's or Additional Founder's name on the Disclosure Schedule, free and clear of Encumbrances.
Title to Company Stock. 10 3.2 Authorization; Binding Effect...................................10 3.3
Title to Company Stock. Such Stockholder is and as of the Effective Time will be the sole legal, beneficial and record owner of the number of shares of Company Stock set forth opposite the name of such Stockholder in Schedule I. Since the date of issuance or sale of such shares of Company Stock to such Stockholder, there has been no event, or action taken (or failure to take action) by or against such Stockholder, which has resulted or might result in the creation of any Encumbrance on such shares. Such Stockholder has and as of the Effective Time such Stockholder will have good, valid and marketable title to the number of shares of Company Stock so set forth in Schedule I, 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, with full right and lawful authority to sell and transfer the shares to Acquiror pursuant to this Agreement. Immediately following the Effective Time Acquiror will acquire good, valid and marketable title thereto, 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.
Title to Company Stock. As of the Closing Date, each Stockholder shall own beneficially and of record, free and clear of all Encumbrances (other than resale restrictions created by Federal and state securities laws), that number of shares of Company Stock set forth in Schedule 3.08(b) and, upon delivery of and payment for such shares as provided herein, the Stockholders will convey to the Purchaser good and valid title thereto, free and clear of all Encumbrances (other than resale restrictions created by Federal and state securities laws).
