Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Appears in 4 contracts

Sources: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc)

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of DeliveryDelivery will be, will have, valid title to the beneficial owner of the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Appears in 4 contracts

Sources: Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)

Valid Title. Such The Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) Shares to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderShares.

Appears in 2 contracts

Sources: Purchase Agreement (Us Airways Inc), Purchase Agreement (Eastshore Aviation, LLC)

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such The Selling Shareholder is selling Option Securities on a Date the lawful owner of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder hereunder and upon sale and delivery of, and payment for, such Securities, as provided herein, the Selling ShareholderShareholder will convey good and marketable title to such Securities, free and clear of any security interests, liens, encumbrances, equities, claims or other defects.

Appears in 2 contracts

Sources: Purchase Agreement (Macquarie Infrastructure CO LLC), Purchase Agreement (Macquarie Infrastructure Management (USA) INC)

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities and on a the Date of Delivery, at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Appears in 1 contract

Sources: Purchase Agreement (Telvent Git S A)

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time andwill be, if such Selling Shareholder is selling Option Securities on a Date the beneficial owner of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Appears in 1 contract

Sources: Underwriting Agreement (OM Asset Management PLC)

Valid Title. Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Bojangles', Inc.)

Valid Title. Such The Selling Shareholder is the sole beneficial owner of, and has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities without any restrictions.

Appears in 1 contract

Sources: Underwriting Agreement (Somnigroup International Inc.)

Valid Title. Such The Selling Shareholder has, and at as of the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of DeliveryDate, will have, a valid title to the Securities (or to a security entitlement in respect thereof) of the Public Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the all legal right and power, and all authorization and approval power required by law, to enter into this Agreement and to sell, transfer and deliver the Public Securities to be sold by such Selling ShareholderShareholder or a security entitlement in respect of such Public Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Snow Lake Resources Ltd.)