Transferred Securities Sample Clauses
The 'Transferred Securities' clause defines which securities are being moved from one party to another under the agreement. It typically specifies the type, quantity, and identifying details of the securities involved, such as shares, bonds, or other financial instruments, and may outline the timing and method of transfer. This clause ensures both parties have a clear understanding of exactly what is being transferred, thereby reducing the risk of disputes and ensuring the transaction proceeds smoothly.
POPULAR SAMPLE Copied 2 times
Transferred Securities. Seller is the sole legal owner and holder of the Transferred Securities, with good and marketable title to the Transferred Securities, free and clear of any Taxes or Liens. The Transferred Securities constitute all of the securities of Vicon that are beneficially owned by Seller or its Affiliates and following the transfer of the Transferred Securities pursuant to this Agreement, Seller and its Affiliates will not beneficially own any securities of Vicon. The Transferred Securities (including the Transferred Stock, the Warrant and the Warrant Stock) have been registered with the SEC pursuant to an effective registration statement. Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Buyer the Transferred Securities. Upon the transfer of the Transferred Securities sold by Seller to Buyer at the Closing, Buyer will acquire good and valid title to such Transferred Securities free and clear of all Liens, Taxes, options, warrants, purchase rights, contracts, commitments, equities, claims and demands, other than those created or incurred by Buyer.
Transferred Securities. (a) As of the Signing Date, the term "Transferred Securities" shall mean the Company Securities held by T▇▇▇▇▇, C▇▇▇▇▇▇▇▇ ▇▇▇▇▇, E▇▇▇▇▇ 1 and E▇▇▇▇▇ 2 for all purposes of the Agreement.
Transferred Securities. (i) The Seller has good and valid title to the Transferred Securities, free and clear of all Liens, other than Limited Transfer Liens.
(ii) After giving effect to the Closing, the Buyer shall have acquired good and valid title to the Transferred Securities, free and clear of any Lien, other than Limited Transfer Liens or Liens created by or on behalf of the Buyer or any of its Affiliates.
Transferred Securities. All shares transferred to Lender pursuant to Paragraphs 3, 6 and 7 (if applicable) of this Agreement shall be subject to no transfer restrictions or any other lock-up provisions, earn outs or other contingencies. In the event such transferred shares are not already subject to an effective registration statement, such shares shall be registered pursuant to the first registration statement filed by the Company following such transfer, which will be filed no later than 30 days following such transfer. In the event such transferred shares bear a legend regarding their registration status, the Company shall take all steps necessary in order to remove such legend immediately following the earlier of (a) the effectiveness of a registration statement applicable to the transferred shares or (b) any other applicable exception to the restrictions described in the legend occurs.
Transferred Securities. All Transferred Shares transferred to Purchaser at the Closing, shall be on a “Free and Clear” basis.
Transferred Securities. Certain marketable securities, investments, positions, tradable interests, instruments and other financial assets, in each case, prices or values for which may be readily obtained from customary third party pricing or quotation services, relating to the capital markets business which Buyer and the Company mutually agree in good faith are included among the Transferred C Businesses prior to the Initial Closing Date (the "Transferred C Securities"). Anything to the contrary notwithstanding, the Transferred C Securities shall not include any Exchange Shares.