Title to Company Shares. The Company Shares are duly authorized, validly issued, fully paid and nonassessable and are owned by Shareholders free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Company Shares are subject to no restrictions with respect to transferability to Buyer in accordance with the terms of this Agreement. Upon transfer of the Company Shares by Shareholders, Buyer will, as a result, receive good and marketable title to all of the Company Shares, free and clear of all security interests, liens, encumbrances, charges, assessments, restrictions and adverse claims.
Title to Company Shares. The Seller is the sole legal and beneficial owner of the Company Shares, and upon consummation of the purchase contemplated herein, the Purchaser will acquire from the Seller good and marketable title to the Company Shares, free and clear of all liens, claims, encumbrances or restrictions.
Title to Company Shares. (i) Sellers are the owner, beneficially and of record, of all of the shares of common stock of the Company; (ii) Sellers are the sole shareholders of the Company; (iii) Sellers have good, valid and marketable title to the Company Shares, free and clear of all liens, encumbrances, security interests or claims, whatsoever, with full power and authority to deliver the Company Shares; (iv) upon payment of the Purchase Price and fulfillment by Buyer of its other obligations under this Agreement, Sellers will convey to Buyer good, valid and marketable title to all of the Company Shares, free and clear of all liens, encumbrances, security interests, restrictions or claims whatsoever (other than restrictions on transfer imposed by federal and state securities law); (vi) the Company Shares constitute one hundred percent (100%) of the total issued and outstanding shares of the Company; and (vii) the Company Shares were duly authorized and issued and have been fully paid for.
Title to Company Shares. Each Seller has legal, beneficial, and record title to the Company Shares set forth opposite such Seller's name on Schedule 3.4, free and clear of any and all Liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever (except as set forth in Section 3.3) and are validly issued, fully paid and non-assessable. Seller has or will have at the Closing physical custody of the certificates evidencing all of the Company Shares. At Closing, Buyer will acquire good and defensible title to the Company Shares, free and clear of any and all Liens, restrictions, options, voting trusts, or agreements, proxies, encumbrances, claims or charges of any kind.
Title to Company Shares. Seller is the lawful and equitable owner of all of the shares of Purchased Stock, free and clear of all liens, claims, options, charges and encumbrances. The shares of Purchased Stock constitute all of the authorized, issued and outstanding shares of capital stock of the Company.
Title to Company Shares. Seller has good and valid title to the Company Shares. Seller is the sole owner of the Company. The Company Shares, when sold and delivered in accordance with and for the consideration set forth in this Agreement, will be free and clear of all Encumbrances and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents and applicable state and federal securities Laws.
Title to Company Shares. As of the date hereof, each Shareholder Party is the record and beneficial owner of the number of Company Shares set forth opposite the name of such Shareholder Party (under the caption "Company Shares") on Exhibit C. The Company Shares set forth opposite the name of each Shareholder Party (under the caption "Company Shares") on Exhibit C are the only Company Shares owned by such Shareholder Party. Such Company Shares are owned by the Shareholder Parties free and clear of all Encumbrances, except for those provided for under the express terms of this Agreement, the Voting Agreement and the Stock Purchase Agreement.
Title to Company Shares. The Company Shares are duly authorized, validly issued, fully paid and non-assessable and are owned by Shareholders free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Company Shares are subject to no restrictions with respect to transferability to Buyer in accordance with the terms of this Agreement. Upon transfer of the Company Shares by Shareholders, Buyer will, as a result, receive good and marketable title to all of the Company Shares, free and clear of all security interests, liens, encumbrances, charges, assessments, restrictions and adverse claims. 购买公司股份应获得的权利：所有已发行股份皆经授权且有效。所有股权交易都已结算，且无追加出资义务。根据本协议，公司出售股权给买方不受限制，买方在交易完成后，将得到良好的可销证券，且无任何追加出资义务。
Title to Company Shares. Title to shares of capital stock of the Company is held by Sellers, as follows:
Title to Company Shares. The Shares are duly authorized, validly issued, fully paid and nonassessable.
