Common use of Title to Shares Clause in Contracts

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 68 contracts

Samples: Securities Subscription Agreement (Ribbon Acquisition Corp.), Securities Subscription Agreement (DT Cloud Star Acquisition Corp), Assignment, Amendment and Novation Agreement (Giant Oak Acquisition Corp)

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Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, the Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 18 contracts

Samples: Securities Subscription Agreement (Games & Esports Experience Acquisition Corp.), Whale Point Acquisition Corp., Bullpen Parlay Acquisition Co

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 12 contracts

Samples: CF Acquisition Corp. A, TMT Acquisition Corp., TenX Keane Acquisition

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Articles, and registration on the register of members of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 4 contracts

Samples: Newbury Street II Acquisition Corp, SIM Acquisition Corp. I, Churchill Capital Corp IX/Cayman

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: ExcelFin Acquisition Corp., Build Acquisition Corp., Build Acquisition Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under U.S. federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: CHW Acquisition Corp, CHW Acquisition Corp, ITHAX Acquisition Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, each Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: Agreement (Parabellum Acquisition Corp.), Securities Subscription Agreement (CA Healthcare Acquisition Corp.), Agreement (Evo Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, the Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: Securities Subscription Agreement (OmniLit Acquisition Corp.), Revolution Acceleration Acquisition Corp II, Revolution Acceleration Acquisition Corp

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Articles, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: Endeavor Acquisition Corp., Enterprise 4.0 Technology Acquisition Corp, BioPlus Acquisition Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the such Subscriber.

Appears in 2 contracts

Samples: Securities Subscription Agreement (NavSight Holdings, Inc.), Avalon Acquisition Inc.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: Pace Holdings Corp., Paceline Holdings Corp.

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Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: TPG Pace Energy Holdings Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the such Subscriber.

Appears in 1 contract

Samples: Foley Trasimene Acquisition II

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Burgundy Technology Acquisition Corp

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, each Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the such Subscriber.

Appears in 1 contract

Samples: Foley Trasimene Acquisition Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under U.S. federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: European Sustainable Growth Acquisition Corp.

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register Register of members Members of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Integrated Wellness Acquisition Corp

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