Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 40 contracts
Samples: Underwriting Agreement (Nextracker Inc.), Underwriting Agreement (Oak Street Health, Inc.), Squarespace, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 14 contracts
Samples: Underwriting Agreement (Sovos Brands, Inc.), Registration Rights Agreement (StepStone Group Inc.), StepStone Group Inc.
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 7 contracts
Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.), Underwriting Agreement (Vertiv Holdings Co), Madison Square Garden Entertainment Corp.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunderhereunder (other than the Shares to be issued upon exercise of Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, assuming due issuance of any Shares to be issued upon exercise of Options, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 6 contracts
Samples: Underwriting Agreement (Guidewire Software, Inc.), Underwriting Agreement (Intelepeer Inc), GoPro, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunderhereunder and to the Repurchased Shares to be sold at the Closing Date by such Selling Stockholder under the Share Repurchase Agreement, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares and to the Repurchased Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, and delivery of the Repurchased Shares and payment therefor pursuant to the Share Repurchase Agreement, good and valid title to such Shares and Repurchased Shares, as applicable, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several UnderwritersUnderwriters or the Transaction Entities, as applicable.
Appears in 6 contracts
Samples: ESH Hospitality, Inc., ESH Hospitality, Inc., ESH Hospitality, Inc.
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several UnderwritersUnderwriter.
Appears in 4 contracts
Samples: Nielsen N.V., Nielsen N.V., Nielsen N.V.
Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (New Business Netherlands N.V.), Underwriting Agreement (New Business Netherlands N.V.), New Business Netherlands N.V.
Title to Shares. Such Selling Chase Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Chase Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Chase Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Chase Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (Concho Resources Inc), Concho Resources (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares Securities to be sold at the Closing Time or any Date or the Additional Closing Dateof Delivery, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Time or any Date or the Additional Closing Dateof Delivery, as the case may be, good and valid title to the Shares Securities to be sold at the Closing Time or any Date or the Additional Closing Dateof Delivery, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares Securities and payment therefor pursuant hereto, good and valid title to such SharesSecurities, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 4 contracts
Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or book entry positions representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 3 contracts
Samples: Letter Agreement (Cision Ltd.), Letter Agreement (Cision Ltd.), Letter Agreement (Cision Ltd.)
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing book entry notation of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several UnderwritersUnderwriter.
Appears in 3 contracts
Samples: Fox Factory Holding Corp, Fox Factory Holding Corp, Fox Factory Holding Corp
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (Ormat Technologies, Inc.), Altus Power, Inc., TTM Technologies Inc
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 3 contracts
Samples: Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (Stec, Inc.), Underwriting Agreement (Voltaire Ltd.)
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or security entitlements representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: PROS Holdings, Inc., PROS Holdings, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares or the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Sirona Dental (Sirona Dental Systems, Inc.), Sirona Dental (Sirona Dental Systems, Inc.)
Title to Shares. Such Selling Stockholder has (or has the ability to obtain prior to the Closing Date or Additional Closing Date, as the case may be) good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: American Reprographics CO, American Reprographics CO
Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Birkenstock Holding PLC), Underwriting Agreement (Birkenstock Holding LTD)
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates ADSs representing such Shares and payment therefor pursuant hereto, good and valid title to such ADSs and Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Watchdata Technologies Ltd.), Underwriting Agreement (Watchdata Technologies Ltd.)
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold by the Selling Stockholder at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold by the Selling Stockholder at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (Approach Resources Inc), Approach Resources Inc
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, registration of such transfer on the Company’s registry and receipt thereof by the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Underwriting Agreement (CaesarStone Sdot-Yam Ltd.), CaesarStone Sdot-Yam Ltd.
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares in uncertificated form and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Cambium Networks Corp, Cambium Networks Corp
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the any Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the any Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the any Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery registration of the certificates representing transfer of such Shares upon the stock books of the Company and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claimsclaims created by or with respect to such Selling Stockholder, will pass to the several Underwriters.
Appears in 2 contracts
Samples: Laredo Petroleum (Laredo Petroleum Holdings, Inc.), Laredo Petroleum Holdings, Inc.
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Duckhorn Portfolio, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing book entry notation of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Fox Factory Holding Corp
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, and upon the sale and delivery to the Underwriters of the certificates representing such Shares (in the form of ADSs), and payment therefor therefor, pursuant heretoto this Agreement, the custodian of the Depositary will acquire good and valid title to such Sharesthe Shares underlying the ADSs, free and clear of all pledges, liens, encumbrancessecurity interests, equities charges, claims or adverse claims, will pass to the several Underwritersencumbrances of any kind.
Appears in 1 contract
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Digene Corp
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling StockholderStockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: NanoString Technologies Inc
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Eloqua, Inc.
Title to Shares. Such The Selling Stockholder has good and valid legal title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid legal title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid legal title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Brown Tom Inc /De
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the and each Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the such Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the such Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of payment for the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Underwriting Agreement (FGX International Holdings LTD)
Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, registration of such transfer on the Company’s registry and receipt thereof by the several Underwriters, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: CaesarStone Sdot-Yam Ltd.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing book entry notation of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such the Shares and payment therefor pursuant hereto, good and valid title to such the Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates certificates, in negotiable form or book-entry securities, representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the Shares, or certificates in negotiable form representing such Shares Shares, as applicable, and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters, provided the Underwriters receive such Shares without notice of any adverse claim.
Appears in 1 contract
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Nielsen Holdings N.V.
Title to Shares. Such Selling Stockholder has good and valid title to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Option Shares and payment therefor pursuant hereto, good and valid title to such Option Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Polypore International, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Sovos Brands, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or book-entry credits representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of payment for the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or book entry representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Shiloh Industries Inc
Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Selling Shareholder Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Selling Shareholder Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Selling Shareholder Shares and payment therefor pursuant hereto, good and valid title to such Selling Shareholder Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Continental Resources Inc
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares or the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several UnderwritersUnderwriter.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be,, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares Offered Securities to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares Offered Securities to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares Offered Securities and payment therefor pursuant hereto, good and valid title to such SharesOffered Securities, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Kingsoft Cloud Holdings LTD
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several UnderwritersUnderwriter.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the any Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the such Additional Closing 15 Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the such Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Mercadolibre Inc
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters; in each case other than those set forth in the Custody Agreement.
Appears in 1 contract
Title to Shares. Such Selling Stockholder has good and valid title to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Option Shares and payment therefor pursuant hereto, good and valid title to such Option Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Savers Value Village, Inc.
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities encumbrances or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: Magellan Health Services Inc
Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Appears in 1 contract
Samples: HeartWare International, Inc.