Common use of Title to Shares Clause in Contracts

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.

Appears in 8 contracts

Samples: Underwriting Agreement (Teladoc, Inc.), Hamilton Lane INC, Hamilton Lane INC

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Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 8 contracts

Samples: Letter Agreement (Hamilton Lane INC), Ceridian HCM Holding Inc., Underwriting Agreement (Teladoc, Inc.)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 6 contracts

Samples: Underwriting Agreement (Zeltiq Aesthetics Inc), Forum Energy Technologies, Inc., Underwriting Agreement (Volcano CORP)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.

Appears in 5 contracts

Samples: Letter Agreement (Hamilton Lane INC), Hamilton Lane INC, Nielsen N.V.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.

Appears in 4 contracts

Samples: Execution Version (Burlington Stores, Inc.), Execution Version (Burlington Stores, Inc.), Burlington Stores, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares (including the Repurchase Shares) to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriter.

Appears in 3 contracts

Samples: Lock Up Agreement (Black Knight, Inc.), Black Knight, Inc., Black Knight, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, 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, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriterseveral Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (DealerTrack Holdings, Inc.), DealerTrack Holdings, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Additional Closing Date 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 Additional Closing Date, good and valid title to the Shares to be sold at the Additional Closing Date 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 Underwriterseveral Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (CS Disco, Inc.), CS Disco, 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 Underwriter.

Appears in 2 contracts

Samples: Trean Insurance Group, Inc., Trean Insurance Group, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunderhereunder (other than the Shares to be issued upon exercise of Stock Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 2 contracts

Samples: www.sec.gov, EverQuote, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Underwritten Shares to be sold at the Closing Date Date, 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, good and valid title to the Underwritten Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Underwritten Shares and payment therefor pursuant hereto, good and valid title to such Underwritten Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Appears in 2 contracts

Samples: DealerTrack Holdings, Inc., DealerTrack Holdings, Inc.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date Date, 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, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriterseveral Underwriters.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (TriState Capital Holdings, Inc.), TriState Capital Holdings, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; claims and such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such 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 Underwriter.

Appears in 1 contract

Samples: Marketaxess Holdings Inc

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Shares, free and clear of all liens, encumbrances, equities encumbrances or adverse claims, will pass to the Underwriter.

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 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Premier, Inc.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, 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, good and valid title to the Shares to be sold at the Closing Date Date, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon the delivery of the certificates representing and payment for such Shares and payment therefor pursuant heretoat the time of delivery hereunder, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Appears in 1 contract

Samples: DealerTrack Holdings, Inc.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates in book-entry form 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Quiver Inc.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Option Closing Date 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, Date good and valid title to the Shares to be sold at the Option Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Cariloha, Inc.)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Letter Agreement (Hamilton Lane INC)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, as the case may be, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Spark Therapeutics, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Selling Stockholder Shares to be sold at the Closing Date by such Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Selling Stockholder Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Selling Stockholder Shares and payment therefor pursuant hereto, good and valid title to such Selling Stockholder Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Raymond James Financial Inc)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities security interests or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities security interests 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 security interests or adverse claims, will pass to the Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Marinemax Inc

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.

Appears in 1 contract

Samples: Forum Energy Technologies, Inc.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, have good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares (if any) 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 Underwriter.

Appears in 1 contract

Samples: Terms Agreement (L Brands, Inc.)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares to the underwriters through the facilities of DTC 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Insulet Corp

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriter.

Appears in 1 contract

Samples: Lock Up Agreement (Black Knight, Inc.)

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Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Additional Closing Date 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 Additional Closing Date, Date good and valid title to the Shares to be sold at the Additional Closing Date by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery the updating of the certificates representing such Shares register of members 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 claims, will pass to the Underwriterseveral Underwriters.

Appears in 1 contract

Samples: BBB Foods Inc

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: First Mercury Financial Corp

Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Games Global LTD)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.

Appears in 1 contract

Samples: Sirona Dental (Sirona Dental Systems, Inc.)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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, other than any such lien, encumbrance, equity or adverse claim created by or resulting from an action taken by the Underwriter, will pass to the Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Obagi Medical Products, Inc.)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, assuming due issuance of any Shares to be issued upon exercise of Employee Options, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Omnivision Technologies Inc)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or securities 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 Underwritereach Underwriter who has purchased such Shares without notice of an adverse claim.

Appears in 1 contract

Samples: Smith Micro Software Inc

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or transfer 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Axon Enterprise, Inc.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Homebanc Corp)

Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Letter Agreement (Vertiv Holdings Co)

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date 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, Date good and valid title to the Shares to be sold at the Closing Date 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Novocure LTD)

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date 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 Underwriter.several Underwriters. (d)

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date 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, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery deli- very of the certificates in book-entry form 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Watson Pharmaceuticals Inc

Title to Shares. Such Immediately prior to the Closing Date or the Additional Closing Date, as the case may be, each Selling Stockholder has Shareholder will have 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 hereunderShareholder, free and clear or a valid security entitlement in respect of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling StockholderShares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates certificates, if any, 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 Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Third Point Reinsurance Ltd.)

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Additional Closing Date 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 Additional Closing Date, good and valid title to the Shares to be sold at the Additional Closing Date 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, other than any such lien, encumbrance, equity or adverse claim created by or resulting from an action taken by any Underwriter, will pass to the Underwriterseveral Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Emergent BioSolutions Inc.)

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, 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, good and valid title to the Shares to be sold at the Closing Date Date, 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 Underwriter.

Appears in 1 contract

Samples: Vertiv Holdings Co

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