Title to the Common Shares Sample Clauses

Title to the Common Shares. Sellers have full right and title to the Common Shares owned by them, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Common Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. Upon transfer of the Common Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Common Shares free and clear of any lien or encumbrance. The Sellers acquired the Common Shares lawfully and in accordance with New York corporate law and applicable U.S. securities laws.
Sample 1
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Title to the Common Shares. Each Seller has, and will have at the Closing, record and beneficial ownership to the number of Shares set forth across from its name on Schedule 5.5, free and clear of any Liens, other than transfer restrictions, if any, resulting from federal, state or international securities laws.
Sample 1
Title to the Common Shares. The Shareholder is the sole legal and beneficial owner of the Common Shares. The Shareholder has good, valid and marketable title to the Common Shares, free and clear of any Liens. The Shareholder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Common Shares, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Common Shares.
Sample 1
Title to the Common Shares. The Common Shares are duly authorized, validly issued, fully paid, and nonassessable and are owned beneficially and of record by Seller, free and clear of all liens and encumbrances, other than the liens or encumbrances listed in Section 3.2 of the Disclosure Schedule which will be released prior to the Closing. Upon delivery of payment for the Common Shares as herein provided, Purchaser will acquire good and valid title to the Common Shares, free and clear of any lien, encumbrance (other than liens or encumbrances created by Purchaser), or claim.
Sample 1
Title to the Common Shares. There are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or CCYC is a party or by which Seller or CCYC is bound relating to the Common Shares. The Common Shares are owned beneficially and of record by Seller. Seller has full right and title to the Common Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Common Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. Upon transfer of the Common Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Common Shares free and clear of any lien or encumbrance. The Seller acquired the Common Shares in a lawful transaction and in accordance with Nevada corporate law and applicable securities laws of the United States.
Sample 1

Related to Title to the Common Shares

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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