Title to the Purchased Shares. Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens, and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer's payment of the estimated Purchase Consideration payable at the Closing in accordance with Section 1.3, the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.
Title to the Purchased Shares. On the Closing Date, the Vendor shall have good and marketable title to the Shares free and clear of all liens, charges, and encumbrances except for the Permitted Encumbrances;
Title to the Purchased Shares. Each of the Sellers severally represents that it owns good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens, and upon delivery of the Purchased Shares to the Purchaser on the Closing Date in accordance with this Agreement, and upon the Purchaser’s payment of the Purchase Price payable at the Closing in accordance with Section 2.2, the entire legal and beneficial interest in the Purchased Shares of such Seller and good, valid and marketable title to the Purchased Shares of such Seller, free and clear of all Liens (other than those imposed by applicable securities Laws or the Company’s Charter Documents or those incurred by the Purchaser), will pass to the Purchaser.
Title to the Purchased Shares. Seller owns, beneficially and of record, all of the Purchased Shares free and clear of any and all Liens. There are no outstanding subscriptions, options, warrants, rights of first refusal or other agreements or commitments, other than this Agreement, obligating Seller to transfer, or granting an option or right by Seller to any Person to purchase or acquire from Seller the Purchased Shares or any other securities of the Company.
Title to the Purchased Shares. To the knowledge of Seller, there are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or GNTP is a party or by which Seller or GNTP is bound relating to the Purchased Shares. The Purchased Shares are owned beneficially and of record by Seller. Seller has full right and title to the Purchased Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Purchased Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. The rights of the Preferred Shares are as provided in the Certificate of Designation filed with the Nevada Secretary of State on June __, 2019. Upon transfer of the Purchased Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Purchased Shares free and clear of any lien or encumbrance. To the knowledge of Seller, Seller acquired the Common Shares in a lawful transaction and in accordance with (i) the Order Appointing Custodian dated January 14, 2019, Eighth Judicial District Court of Nevada, Cxxxx County, Case No. A-19-787455-P, (ii) Nevada corporate law and (iii) applicable securities laws of the United States.
Title to the Purchased Shares. There are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or RARS is a party or by which Seller or RARS is bound relating to the Purchased Shares. The Purchased Shares are owned beneficially and of record by Seller. Seller has full right and title to the Purchased Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Purchased Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. The rights of the Purchased Shares are as provided in the Certificate of Designation filed with the Nevada Secretary of State on February 12, 2018, as amended May 1, 2018. Upon transfer of the Purchased Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Purchased Shares free and clear of any lien or encumbrance. The Seller acquired the Purchased Shares in a lawful transaction and in accordance with (i) the Order Granting the Application for the Appointment of Xxxxx Xxxxx as Custodian of Rarus Technologies Inc. dated January 29, 2018, (iii) Nevada corporate law and (iii) applicable securities laws of the United States.
Title to the Purchased Shares. The Purchased Shares are owned by the Vendor as the registered and legal owner with a good title, free and clear of all Liens. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to the Purchased Shares, free and clear of all Liens.
Title to the Purchased Shares. The Purchased Shares on Closing will be free and clear of all agreements, claims, liens, security interests and encumbrances.
Title to the Purchased Shares. All issued and outstanding Purchased Shares, when issued in accordance with the terms of this Agreement, are validly issued, fully paid and non-assessable. Such Purchaser’s Purchased Shares have been duly authorized and, when issued and delivered to and paid for by such Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act, the Memorandum and Articles of Association of the Company or created by virtue of this Agreement and upon delivery and entry into the register of members of the Company will transfer to such Purchaser good and valid title to its Purchased Shares.
Title to the Purchased Shares. IAI is the sole record and beneficial owner of the Purchased Shares, free and clear of any Liens, other than Liens granted under the IAI Credit Facility, and subject to no proxies, options, warrants, contracts, calls or other commitments (except as set forth in the Amended and Restated Subscription and Shareholders Agreement, originally dated May 26, 1992, as amended and restated on August 13, 1992, and effective as of June 1, 1992 (the "Existing Shareholders Agreement")). IAI has full right, power and authority to sell, transfer, assign, convey and deliver to CDI the full record and beneficial ownership of the Purchased Shares, and the sale, transfer, assignment, conveyance and delivery of the Purchased Shares under this Agreement shall transfer to CDI full and legal title to the Purchased Shares free and clear of all Liens, other than Liens granted under the IAI Credit Facility. IAI has not taken any action which has or will result in the imposition of any Lien on or Right with respect to any of the shares set forth in Schedule 2.1 hereto.
