TITLE TO SHARES, ETC. Such Principal Company Stockholder owns, as of the date hereof, and will own, as of the Closing, in each case both of record and beneficially, the shares of the Company's capital stock and other securities of the Company, if any, indicated with respect to such Stockholder in Section 6.4 of the Company Disclosure Schedule, all free and clear of Liens. Such Principal Company Stockholder does not own, either legally or beneficially, any other shares of capital stock or other securities of the Company.
TITLE TO SHARES, ETC. Shareholder is the record and beneficial owner of, and has good and marketable title to, the Shares free and clear of all Liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever. Neither Shareholder nor any other Person owns any other securities of the Companies other than the Shares, and, except for this Agreement, there are no agreements or other rights or arrangements existing which provide for the sale, purchase, exchange or other transfer by Shareholder of any of the Shares or any other security of the Companies.
TITLE TO SHARES, ETC. XXXX is the record and beneficial owner of and has good and valid title to the Shares, free and clear of any Encumbrance, preemptive subscription, title retention agreement, adverse claim or option. Upon the delivery of and payment for the Shares at Closing, as provided for in this Agreement, XXXX will transfer to the Purchaser good and valid title to the Shares, free and clear of any Encumbrance, preemptive subscription, title retention agreement, adverse claim, option or other restriction whatsoever.
TITLE TO SHARES, ETC. (a) At the Closing, such Seller will own beneficially and of record, free and clear of any Liens, the number of Shares set forth beside such Seller's name on Schedule 1.1 of the disclosure letter delivered to the Purchaser on the date hereof (the "Disclosure Letter"), and such Shares will constitute all of the shares of capital stock of the Company owned beneficially or of record by such Seller. The recording in the share register of the Company of the transfer of such Shares to the Purchaser will transfer to the Purchaser good and valid title to the Shares free and clear of any Liens, and, except as set forth on Schedule 2.2 of the Disclosure Letter, the Shares shall not be subject to any voting or transfer restrictions (other than restrictions generally imposed on securities under Applicable Laws). The Sellers beneficially own all outstanding shares of capital stock of the Company and its Subsidiaries.
TITLE TO SHARES, ETC. MPW Management is the record and beneficial owner of, and has good and marketable title to, the Repurchased Shares, free and clear of all Liens, agreements, voting trusts, proxies and other arrangements or restrictions of any kind whatsoever (collectively, "ENCUMBRANCES"), other than the security interest of Bank One, N.A. which will be released as of the Closing Date. At the Closing, the Seller shall sell to the Surviving Corporation good and marketable title to the Repurchased Shares free and clear of all Encumbrances.
TITLE TO SHARES, ETC. 20 Section 3.4 No Conflict; Governmental Consents........................................... 21 Section 3.5 Financial Statements......................................................... 21 Section 3.6 Absence of Certain Changes or Events......................................... 22 Section 3.7 Assets....................................................................... 25 Section 3.8 Litigation and Claims; Compliance with Laws.................................. 26 Section 3.9 Insurance.................................................................... 28 Section 3.10
TITLE TO SHARES, ETC. (a) The Seller owns beneficially and of record the Shares free and clear of all Liens, and the transfer and delivery of the Shares to the Purchaser by the Seller as contemplated by this Agreement shall transfer good title thereto to the Purchaser, free and clear of all Liens. No Person has any claim arising out of or related to any shares of capital stock of the Companies or their respective predecessors. Immediately prior to the purchase and sale referred to in Section 2.1, the Company owned beneficially and of record the Mortgage Shares free and clear of all Liens, and the Company's transfer and delivery of the Mortgage Shares to the Mortgage Purchaser immediately prior to the execution of this Agreement transferred good title thereto to the Mortgage Purchaser, free and clear of all Liens.
TITLE TO SHARES, ETC. Other than the Shares, the Seller holds no other Capital Stock of the Company. The Seller has good and valid title to the Shares, free and clear of all Liens (other than any restrictions on transfer arising under applicable Laws or the Organizational Documents of the Company). Upon delivery to the Buyer at the Closing of the share certificates representing the Shares held by the Seller and payment for the Shares in accordance with the terms of this Agreement, good and valid title to such Shares will pass to the Buyer, free and clear of any Liens. The Shares are not subject to any Contract restricting or otherwise relating to the voting, distribution rights or disposition of such Shares (other than any restrictions on transfer arising under applicable Laws or the Organizational Documents of the Company).
TITLE TO SHARES, ETC. Each of the Company's Shareholders owns, beneficially and of record, their respective Shares as set forth in Section 2.2(a) above, free and clear of any Lien or rights of others with respect thereto, and upon the delivery of any payment for such Shares in the manner provided in Article II of this Agreement, the Surviving Corporation will acquire good and marketable title thereto, free and clear of any Lien other than any Lien created by Surviving Corporation.
TITLE TO SHARES, ETC. The Seller owns beneficially and of record the Shares and has title to the Shares free and clear of any mortgage, pledge, hypothecation, security interest, encumbrance, title retention agreement, lien, charge or other similar restriction.
