Title to Stock. All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Stock. Seller is the record and beneficial owner and has sole managerial and dispositive authority with respect to the Stock and has not granted any person a proxy that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).
Title to Stock. The Shareholders own all of the issued and outstanding shares of the capital stock of the Corporation, free and clear of any and all claims, liens, restrictions, pledges, charges, options, security interests, encumbrances or other rights of third parties, including any imposed by law. There are no other shares of capital stock or other equity or debt securities of the Corporation, of any kind or class whatsoever, authorized, issued or outstanding, or any warrants, options, subscription rights, or any other rights, agreements, or commitments of any nature relating to the issuance of, or granting of, rights to acquire any shares of capital stock or such securities of the Corporation.
Title to Stock. All Shares delivered upon the exercise of the ---------------- Warrant shall be validly issued, fully paid and nonassessable; each Warrant Holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Stock. All Shares delivered upon the exercise of the Option shall be validly issued, fully paid and nonassessable; each Option Holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Stock. All of the Warrant Shares delivered upon the exercise of the Warrants and payment of the Exercise Price (including for the purpose by a net exercise of Warrants as permitted by Section 4(c)) shall be validly issued, fully paid and nonassessable; each Holder of a Warrant shall receive good and marketable title to the Warrant Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities, preemptive rights and, without limitation, claims of any type whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Stock. Seller is the record and beneficial owner of the Stock and has sole managerial and dispositive authority with respect to the Stock. Seller has not granted and person a proxy with respect to the Stock that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).
Title to Stock. All of the outstanding shares of the capital stock of the Corporation are owned by the Sellers, are duly authorized, validly issued, fully paid and nonassessable, are free of all Liens and Contracts, and have been issued in compliance with all applicable securities laws. All of the Shares that were acquired from third parties were acquired in compliance with all applicable securities laws, free and clear of any rescission rights. There is no outstanding Contract with the Corporation or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Corporation, or securities or obligations of any kind convertible into any shares of the capital stock of the Corporation. The Corporation has not redeemed any securities in violation of any Contract or Regulation (including, without limitation, any state or federal securities laws). Upon payment of the Purchase Price to the Sellers at the Closing, the Sellers will convey good and marketable title to the Shares, free and clear of all Liens, Contracts or other limitations whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to the Purchaser at the Closing will be sufficient to transfer the Sellers' entire interest, legal and beneficial, in the Shares to the Purchaser.
Title to Stock. 5 3.04 Investments......................................................5 3.05 Authority Relative to this Agreement.............................5 3.06 Consents and Approvals; No Violation.............................5 3.07
Title to Stock. (a) Vendors have valid title to the Fresh Shares free and clear of all liens or encumbrances, including, without limitation, any community property claim; and
