Examples of Company Interests in a sentence
The Seller is not a party to (a) any option, warrant, purchase right, subscription right, right of first refusal, call, put or other Contract (other than this Agreement) that could require the Seller to sell, transfer or otherwise dispose of the Company Interests, or (b) any voting trust, proxy or other Contract relating to the voting of the Company Interests.
There is no Proceeding pending or, to the Knowledge of the Seller, threatened or anticipated against or by the Seller or any of its Affiliates or any of the Seller’s properties, rights, assets (including the Company Interests) or businesses relating to or affecting the Transactions.
The Buyer is acquiring the Company Interests for its own account and not with a view to distribution of the Company Interests in violation of the Securities Act.
All of the Company Interests (x) have been duly authorized and are validly issued, (y) were offered, sold, transferred, issued and granted in compliance with applicable Law, including federal and state securities Laws and all requirements set forth in its Organizational Documents and any applicable Contracts governing the issuance of the Company Interests, and (z) were not issued in violation of preemptive rights, purchase rights, puts, calls, rights of first refusal, subscription rights or similar rights.
Upon delivery at the Closing of the Company Interests by the Seller to the Buyer, good and valid title to the Company Interests will pass to the Buyer, free and clear of any Encumbrance.