Common use of Title to Securities Clause in Contracts

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.

Appears in 71 contracts

Samples: RF Acquisition Corp II, Subscription Agreement (Silver Sustainable Solutions Corp.), Silver Sustainable Solutions (Silver Sustainable Solutions Corp.)

AutoNDA by SimpleDocs

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 33 contracts

Samples: Securities Subscription Agreement (dMY Technology Group, Inc. III), Securities Subscription Agreement (Diamond Eagle Acquisition Corp. \ DE), Securities Subscription Agreement (Graf Industrial Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 30 contracts

Samples: Hydra Industries Acquisition Corp., Hennessy Capital Acquisition Corp. III, Longview Acquisition Corp. II

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions action of the Subscriber.

Appears in 18 contracts

Samples: JJ Opportunity Corp., Fortune Joy International Acquisition Corp, Prime Number Acquisition I Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 17 contracts

Samples: Lefteris Acquisition Corp., TCG Growth Opportunities Corp., Sports Entertainment Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 13 contracts

Samples: Oak Woods Acquisition Corp, Stock Escrow Agreement (57th Street General Acquisition Corp), Azteca Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 8 contracts

Samples: Securities Subscription Agreement (dMY Squared Technology Group, Inc.), Dynamics Special Purpose Corp., Healthcare Services Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Class A shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber the Purchaser will have or receive good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriberthe Purchaser.

Appears in 7 contracts

Samples: Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. III), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. II), Private Placement Shares Purchase Agreement (Khosla Ventures Acquisition Co. III)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber hereof the Subscribers will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriberthe Subscribers.

Appears in 3 contracts

Samples: Infinity China 2 Acquisition Corp, Infinity China 1 Acquisition Corp, Nautilus Marine Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions action of the Subscriber.

Appears in 3 contracts

Samples: Pacific Special Acquisition Corp., DT Asia Investments LTD, DT Asia Investments LTD

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, as applicable, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.

Appears in 3 contracts

Samples: Subscription Agreement (Hudson Executive Investment Corp. III), Subscription Agreement (Hudson Executive Investment Corp. II), Cornerstone Investment Capital Holdings Co.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may become subject, (bii) transfer restrictions under federal and state securities laws, laws and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriber.

Appears in 3 contracts

Samples: Thimble Point Acquisition Corp. II, Thimble Point Acquisition Corp., Thimble Point Acquisition Corp. II

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber Purchaser will have or receive good title to the SharesSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares Securities may become subject, (b) transfer restrictions under federal and state securities laws, laws and (c) liens, claims or encumbrances imposed due to the actions of SubscriberPurchaser.

Appears in 2 contracts

Samples: Battery Future Acquisition Corp., Battery Future Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Ordinary Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Ordinary Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: Kismet Acquisition One Corp, Electrum Special Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (b) transfer restrictions under federal federal, state and state foreign securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: SCG Financial Acquisition Corp., FlatWorld Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the SharesSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares Securities may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: Silver Run Acquisition Corp, Silver Run Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Securities Escrow Agreement (Wattles Acquisition Corp)

AutoNDA by SimpleDocs

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become subjectcontemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of Subscriber.

Appears in 1 contract

Samples: BGS Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Company’s Amended and Restated Certificate of Incorporation, the Shares Securities will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the SharesSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become subject, (b) transfer restrictions under federal and state securities laws, and (cb) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: USA Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Letter Agreement (Crescent Acquisition Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may become subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of Subscriber.

Appears in 1 contract

Samples: Aries II Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber. 2.2.4.

Appears in 1 contract

Samples: SportsTek Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder Table of Contents and other agreements to which the Shares may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Chart Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof the Subscriber will have or receive good title to the SharesSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares Securities may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Securities Subscription Letter Agreement (Terrapin 3 Acquisition Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may become be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: 890 5th Avenue Partners, Inc.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Charter, the Forward Purchase Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Charter, Subscriber the Purchaser will have or receive good title to the Forward Purchase Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become subject, (bA) transfer restrictions under federal and state securities laws, and (cB) liens, claims or encumbrances imposed due to the actions of Subscriberthe Purchaser.

Appears in 1 contract

Samples: Forward Purchase Agreement (RedBall Acquisition Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber Purchaser will have or receive good title to the SharesSecurities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares Securities may become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of SubscriberPurchaser.

Appears in 1 contract

Samples: Battery Future Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, Subscriber hereof the Subscribers will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may become be subject, (b) transfer restrictions under federal federal, state and state foreign securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: S.E. Asia Emerging Market Company., LTD

Time is Money Join Law Insider Premium to draft better contracts faster.