Title to Equity. Sellers are the sole record and beneficial owner of the Equity of the Sellers and have sole dispositive authority with respect to the Equity of the Sellers. Sellers have not granted any person a proxy with respect to the Equity of the Sellers that has not expired or been validly withdrawn. The sale and delivery of the Equity to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Equity of the Sellers, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resale of the Equity under applicable securities laws).
Title to Equity. Seller has good, valid and marketable title to the Equity, free and clear of any and all security interests, liens, claims, pledges, encumbrances or other rights or claims of any other person of any kind or any preemptive or similar rights (collectively, “Encumbrances”), other than as set forth in the formation documents of the Company (collectively, “Permitted Encumbrances”). Upon the execution hereof and payment of the Purchase Price, Buyer will acquire all of Seller’s right, title and interest in and to, the Equity purchased from Seller hereunder, free and clear of any and all Encumbrances other than Permitted Encumbrances. The Equity being sold represents all of Seller’s interest in iBio, Inc. and iBio CDMO, LLC.
Title to Equity. Seller is the owner, beneficially and of record, of all right, title and interest in and to the Equity. Seller has good and marketable title to the Equity, free and clear of all Encumbrances. Seller is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of the Equity (other than this Agreement).
Title to Equity. Seller is the sole record and beneficial owner of the Equity of the ACQUIRED COMPANY and has sole dispositive authority with respect to the Equity of the ACQUIRED COMPANY. Seller has not granted any person a proxy with respect to the Equity of the ACQUIRED COMPANY that has not expired or been validly withdrawn. The sale and delivery of the Equity to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Equity of the ACQUIRED COMPANY, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Equity under applicable securities laws).
Title to Equity. Each Member holds of record and owns beneficially and has good and marketable title to the Membership Units and the outstanding Ownership Interests of the Company Entities, in each case, as set forth next to such Member’s name on Schedule 3.1(c) hereof, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities Laws) and Liens, and (i) there are no other Ownership Interests of the Company Entities not listed on Schedule 3.1(c); and (ii) there are no other outstanding or authorized options, warrants, convertible securities, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company Entities to issue, sell, or otherwise cause to become outstanding the Membership Units or any Ownership Interests of the Company Entities.
Title to Equity. Seller is the owner, beneficially and of record, of all right, title and interest in and to the Equity. Seller has good and marketable title to the Equity, free and clear of all Encumbrances. Seller is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of the Equity (other than this Agreement and disclosed in the documents filed with the SEC). 卖方是转让的股份的所有者、受益人且被登记在册。卖方转让的股份没有任何权利负担。除本协议和向SEC申报的文件披露的外，卖方不是有关转让股份选择权、期权、认股权，认购权或合同、承诺处分或并购转让股份的协议或其他文件的一方。
Title to Equity. Such Shareholder has good and valid title to their Ownership Interest, free and clear of any liens, claims, charges, restrictions, pledges, security interest, options, warrants or other legal or equitable encumbrances, except as set forth on Schedule I.
Title to Equity. As of the date hereof and until immediately prior to the Conversion, Seller is the record and beneficial owner of, and has good and valid title to, the Shares, free and clear of all Liens. Following the Conversion, Seller will be the record and beneficial owner of, and have good and valid title to, the Purchased Interests, free and clear of all Liens. Upon receipt of the Purchased Interests, Buyer will acquire good and valid title to all of the Purchased Interests, free and clear of all Liens. Seller is not party to (a) any options, warrants, calls, subscriptions or other rights, agreements or commitments (other than this Agreement) that could require the Seller or, after the Closing, the Buyer, to sell, transfer, or otherwise dispose of the Shares or Purchased Interests, as applicable, or (b) any voting trust or other agreement or understanding with respect to the voting, transfer or other disposition of the Shares or Purchased Interests, as applicable.
Title to Equity. Seller owns the Equity Interests free and clear of any and all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, security interests and other encumbrances of every kind and nature whatsoever, whether arising by agreement, operation of law or otherwise (“Claims”).
Title to Equity. Except as set forth in the Shareholders Agreement or Related Agreements, the Seller has good and valid title to the Acquired Shares, the Acquired Shares are represented by certificates issued by ODM to Seller, and the Seller will convey at the Closing good and valid title to all of the Acquired Shares, free and clear of all Liens. Except as set forth in this Agreement, the Shareholders Agreement or Related Agreements, there are no outstanding options, warrants or other rights or arrangements with respect to the Acquired Shares.
