Title to the Common Shares Sample Clauses

Title to the Common Shares. Each Seller has, and will have at the Closing, record and beneficial ownership to the number of Shares set forth across from its name on Schedule 5.5, free and clear of any Liens, other than transfer restrictions, if any, resulting from federal, state or international securities laws.
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Title to the Common Shares. The Shareholder is the sole legal and beneficial owner of the Common Shares. The Shareholder has good, valid and marketable title to the Common Shares, free and clear of any Liens. The Shareholder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Common Shares, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Common Shares.
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Title to the Common Shares. The Common Shares are duly authorized, validly issued, fully paid, and nonassessable and are owned beneficially and of record by Seller, free and clear of all liens and encumbrances, other than the liens or encumbrances listed in Section 3.2 of the Disclosure Schedule which will be released prior to the Closing. Upon delivery of payment for the Common Shares as herein provided, Purchaser will acquire good and valid title to the Common Shares, free and clear of any lien, encumbrance (other than liens or encumbrances created by Purchaser), or claim.
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Title to the Common Shares. Sellers have full right and title to the Common Shares owned by them, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Common Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. Upon transfer of the Common Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Common Shares free and clear of any lien or encumbrance. The Sellers acquired the Common Shares lawfully and in accordance with New York corporate law and applicable U.S. securities laws.
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Title to the Common Shares. There are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or CCYC is a party or by which Seller or CCYC is bound relating to the Common Shares. The Common Shares are owned beneficially and of record by Seller. Seller has full right and title to the Common Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Common Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. Upon transfer of the Common Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Common Shares free and clear of any lien or encumbrance. The Seller acquired the Common Shares in a lawful transaction and in accordance with Nevada corporate law and applicable securities laws of the United States.
Sample 1

Related to Title to the Common Shares

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • 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.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to the Stock As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record or beneficially, by such Stockholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by such stockholder.

  • 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 SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

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