Title to the Company Shares. The Seller is the record holder and beneficially owns 100% of the capital stock 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 Company Shares to Purchaser. No person has any preemptive rights or rights of first refusal with respect to any of the Company Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Company Shares. Other than disclosed by the Seller to the Purchaser, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Company Shares. The Seller has full power to transfer and deliver the Company Shares to the Purchaser in accordance with the terms of this Agreement. The delivery to the Purchaser of certificates evidencing the transfer of the Company Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Title to the Company Shares. (i) each Shareholder has good and valid title to, and owns, beneficially and of record, that number of Company Shares set forth opposite his, her, or its name on Schedule 3.1, which in each case constitutes 50% of all outstanding Shares of the Company; (ii) the Company Shares owned by such Shareholder are free and clear of all Encumbrances; (iii) each Shareholder has full voting power over the Company Shares, subject to no proxy, shareholders’ agreement, voting trust or other agreement relating to the voting of any of the Company Shares; and (iv) other than this Agreement, there is no agreement between such Shareholder or any of its Affiliates and any other Person with respect to the disposition of the Company Shares.
Title to the Company Shares. Each Seller has legal, beneficial, and record title to the Company Shares set forth opposite such Seller’s name on Schedule 3.4, free and clear of any and all Liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever. Each Seller has or will have at the Closing physical custody of the certificates evidencing all of the Company Shares. At Closing, Buyer will acquire good and defensible title to the Company Shares, free and clear of any and all Liens, restrictions, options, voting trusts, or agreements, proxies, encumbrances, claims or charges of any kind.
Title to the Company Shares. The Company Shares owned by the Shareholder as identified on the signature pages hereto are all the securities of the Company owned, either of record or beneficially, by the Shareholder. The Shareholder owns all such shares of Company Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Shareholder's voting rights, charges and other encumbrances of any nature whatsoever, and, except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of the Company Shares.
Title to the Company Shares. Immediately prior to the Closing, Seller shall own of record and beneficially the Company Shares, 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 Company Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Company Shares There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Company 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 Company Shares.
Title to the Company Shares. The Company Shares constitute, and at Closing will constitute, all of the issued and outstanding capital stock of the Company. Each Seller is, and on the Closing Date will be, the sole beneficial and record owner of the type and number of Company Shares set forth opposite such Seller's name on Schedule 1.1 hereto and such Shares are, and will be on such date, free and clear of all Liens. Upon delivery of the Closing Payment to the Disbursement Account, Buyer shall acquire from the Sellers good and marketable title to the Company Shares, free and clear of all Liens.
Title to the Company Shares. Seller holds of record and owns beneficially the Company Shares, free and clear of any and all Liens, except (a) as may be created by this Agreement, (b) for any restrictions on sales of securities under applicable securities Laws and (c) for Liens under the Credit Facilities and the Security Agreement, which shall be released by Seller effective as of the Closing. The Company Shares constitute 100% of the issued and outstanding Capital Stock of the Company and are duly authorized, validly issued, fully paid and non-assessable. Except for this Agreement or as set forth on Section 3.4 of the Seller Disclosure Letter, neither Seller nor the Company is a party to any Rights or contracts, agreements or commitments that would require Seller or the Company to (x) sell, transfer or otherwise dispose of the Company Shares or (y) issue any shares of Capital Stock of the Company. Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Company Shares held by it.
Title to the Company Shares. Schedule 6.3.1 attached hereto correctly sets forth next to Shareholder's name and information the number of Company Shares owned by Shareholders of record and beneficially, which Company Shares constitute the only securities of the Company issued to Shareholders except as otherwise set forth on said Schedule 6.3.1. Shareholders have valid and marketable title in and to the Company Shares identified as belonging thereto. Upon consummation of the Merger as contemplated herein, there will be no securities of the Company issued and outstanding.
Title to the Company Shares. As of the date hereof, Xxxxxxx Xxxxx is the record and beneficial owner of the number of Company Shares set forth in Section 1.1. Such Company Shares are all the securities of the Company owned both of record or beneficially, by Xxxxxxx Xxxxx. The Company Shares owned by Xxxxxxx Xxxxx are now and, at all times prior to the Closing will be, owned free and clear of all Liens, other than any Liens created by this Agreement.
Title to the Company Shares. As of the date hereof, HPC is the record and beneficial owner of the number of Company Shares set forth in Section 1.1. Such Company Shares are all the securities of the Company owned both of record or beneficially, by HPC. The Company Shares owned by HPC are now and, at all times prior to the Closing will be, owned free and clear of all Liens, other than any Liens created by this Agreement.
