Title to the Share Sample Clauses

Title to the Share. 3.1. The Seller is the sole legal and beneficial owner of, and has the right to exercise all voting rights over, the Share.
Sample 1
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Title to the Share. Seller holds of record and beneficially owns the Share free and clear of any Liens or any other restrictions on transfer (other than any restrictions on transfer under the Securities Act of 1933, as amended and state securities laws). The Share constitutes all of the outstanding capital stock of Kodiak. Neither Seller nor Kodiak is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of capital stock of Kodiak (other than this Agreement). Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the Share.
Sample 1
Title to the Share. Seller owns of record and beneficially the Share 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 Share to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Share. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Share. Other than disclosed by the Seller to the Buyer, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Share.
Sample 1
Title to the Share. Seller is the sole owner of and has good title to the Share, free and clear of all Encumbrances and transfer restrictions, other than restrictions on transferability under securities laws of general applicability or as set out in the charter documents of the Company. Seller has not previously assigned or purported to assign the Share (or any part thereof) to any Person. Seller has made no general solicitation in connection with the Share.
Sample 1
Title to the Share. Seller is the record and beneficial owner of the Share, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable state or federal securities laws). Upon the consummation of the transactions contemplated by this Agreement, Buyer shall acquire from such Seller good, valid, and marketable title to the Share, free and clear of any Encumbrance (other than restrictions on transfer arising under applicable state or federal securities laws). “Encumbrance” means any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance.
Sample 1

Related to Title to the Share

  • 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 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”):

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • 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.

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