Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Seller to the Purchaser at or after Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the HD Commerce Shares to be transferred to the Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.
Good Title Conveyed. The stock certificates and stock powers, if any, executed and delivered by, or DWAC transfer in lieu of such stock certificates made by, Sellers at the Closing or at the Modified Closing, as the case may be, will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and vest in each Buyer good, valid and marketable title to all Purchased Shares purchased by such Buyer, free and clear of any and all Liens.
Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closings will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and effectively vest in Buyer and the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser to the Selling Stockholder at the Closing will be valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, and will effectively vest in the Selling Stockholder good, valid and marketable title to all the Consideration to be transferred to the Selling Stockholder pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and state securities laws.
Good Title Conveyed. Upon execution and delivery of the transfer order (ordre de mouvement) for the Shares to Purchaser, the recording of the name of Purchaser as owner of the Shares in the Company’s statutory registers all as provided herein, Purchaser will acquire good, valid and marketable title to the Shares, free and clear of all Encumbrances, and all other rights or warrants issued by the Company will have been validly exercised or extinguished.
Good Title Conveyed. All Purchased Shares sold by such Seller hereunder, shall be free and clear of any and all Liens and good, valid and marketable title to such Purchased Shares will effectively vest in the Company at the Closing.
Good Title Conveyed. At the time of issuance, the Purchased Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. The stock certificates and other instruments to be executed and delivered by the Company to Infinity World at the Closing will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, and will effectively vest in Infinity World good title to all the Purchased Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.
Good Title Conveyed. The certificates evidencing the MRG Shares, stock powers, endorsements, assignments, leases and other instruments to be executed and delivered by ECDV to MRGA at the Closing will be valid and binding obligations of ECDV, enforceable in accordance with their respective terms, and will effectively vest in MRGA good, valid and marketable title to the assets, including the MRG Shares, the leasehold improvements and Florida liquor license, to be transferred to MRGA pursuant to and as contemplated by this Agreement.
Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and deliv ered by the shareholders to Purchaser or Purchaser's Subsidiary at the Closing will be valid and binding obligations of the shareholders, enforceable in accordance with their respective terms, and will effectively vest in Purchaser or Purchaser's Subsidiary good, valid and marketable title to all the shares and interests to be transferred to Purchaser or Purchaser's Subsidiary pursuant to and as contemplated by this Agree ment free and clear of all Encumbrances except for any Encumbrances created by this Agreement and the restrictions on transfer contained in the agreements with the other owners of the Seller's Foreign Subsidiaries.
Good Title Conveyed. All Purchased Shares sold by such member of the Icahn Group hereunder, shall be free and clear of any and all Liens and good, valid and marketable title to such Purchased Shares will effectively vest in the Company at the Closing.
