Title to the Subject Shares. The Selling Shareholder is the sole and exclusive legal record owner of the Subject Shares as of the date hereof and as of the Closing Date, free and clear of any and all Liens. The Selling Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Subject Shares, and other than this Agreement and the Shareholders Agreement to which it is a party, there are no outstanding contracts or understandings to which the Selling Shareholder is a party involving the purchase, sale or other acquisition or disposition of the Subject Shares or any interest therein. Upon consummation of the Closing as provided in Article II, the Purchaser will have good and valid title to the Subject Shares, free and clear of all Liens and restrictions on Transfer (except for restrictions on Transfer under applicable securities Laws) and the Subject Shares shall be validly issued, fully paid and non-assessable with the Purchaser being entitled to all rights accorded to a holder of the Subject Shares. The sale of the Subject Shares pursuant to this Agreement is not subject to preemptive or other similar rights.
Title to the Subject Shares. The Selling Shareholder is the sole and exclusive record owner of the Subject Shares as of the date hereof and as of the Closing Date. The Selling Shareholder is the sole beneficial owners of the Subject Shares, free and clear of any and all Liens. The Selling Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Subject Shares, and other than this Agreement and any of the Transaction Documents to which it is a party, there are no outstanding contracts or understandings to which the Selling Shareholder is a party involving the purchase, sale or other acquisition or disposition of the Subject Shares or any interest therein. Upon consummation of the Closing as provided in Article II, the Purchaser will have good and valid title to the Subject Shares, free and clear of all Liens and restrictions on Transfer (except for restrictions on Transfer under applicable securities Laws) and the Subject Shares shall be fully paid and non-assessable with the Purchaser being entitled to all rights accorded to a holder of Subject Shares. The sale of the Subject Shares pursuant to this Agreement is not subject to preemptive or other similar rights.
Title to the Subject Shares. The Stockholders are the true and lawful registered holders and beneficial owners of the Subject Shares listed opposite the name of each of the Stockholders on Schedule 3.19, free and clear of all Encumbrances. Upon the consummation of the Exchange, DPW will receive good and valid title to all of the Subject Shares, free and clear of all Encumbrances. Other than the rights and obligations arising under this Agreement, none of the Subject Shares is subject to any rights of any other Person to acquire the same.
Title to the Subject Shares. Each Shareholder is the beneficial and record owner of the number of Subject Shares set forth opposite the name of such Shareholder in Section 4.3 of the Disclosure Schedule. At the Closing, such Shareholder will deliver to Buyer good and marketable title to such shares, free and clear of any Encumbrances (except for the rights of Buyer arising under this Agreement).
Title to the Subject Shares. The Selling Shareholder is the record and beneficial owner of the Subject Shares, free and clear of any and all Liens. The Selling Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Subject Shares, and other than this Agreement, there are no outstanding Contracts or understandings to which the Selling Shareholder is a party involving the purchase, sale or other acquisition or disposition of the Subject Shares or any interest therein. Upon consummation of the Closing as provided in Article II, the Purchaser will have good and valid title to the Subject Shares, free and clear of all Liens (other than any Liens that may arise as a result of Contract to which the Purchaser is a party) and restrictions on transfer (except for restrictions on transfer under applicable securities Laws). The sale of the Subject Shares pursuant to this Agreement is not subject to preemptive or other similar rights.
Title to the Subject Shares. The Stockholder has good, valid and marketable record and beneficial title to his, her or its Subject Shares, free and clear of all liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions, claims and encumbrances of any kind or nature whatsoever, and upon the Stockholder’s delivery to the Company of the stock certificates representing the Subject Shares in transferable form, the Company will receive good, valid and marketable title to the Subject Shares free and clear of all liens, claims and encumbrances of any nature whatsoever.
Title to the Subject Shares. Prior the sale to Buyer hereunder, Seller had good and marketable title to the Subject Shares. At the Closing, Buyer acquired good, marketable and unencumbered title thereto, free and clear of all security interests, pledges, liens, restrictions, charges, encumbrances, conditional sales agreements, options, or other obligations, and the same will not be subject to any adverse claims.
Title to the Subject Shares. The Selling Shareholder is the record and beneficial owner of the Subject Shares, free and clear of any and all Liens. The Selling Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Subject Shares, and other than this Agreement, there are no outstanding Contracts or understandings to which the Selling Shareholder is a party involving the purchase, sale or other acquisition or disposition of the Subject Shares or any interest therein. Upon consummation of the Closing as provided in Article II, the Purchaser through Xx. Xxx will have good and valid title to the Subject Shares, free and clear of all Liens (other than any Liens that may arise as a result of Contract to which the Purchaser is a party) and restrictions on transfer (except for restrictions on transfer under applicable securities Laws). The sale of the Subject Shares pursuant to this Agreement is not subject to preemptive or other similar rights.
Title to the Subject Shares. Immediately following the execution of this deed, Buyer will have such title to the Subject Shares as Seller received from Buyer upon consummation of the Initial Closing under the Share Purchase Agreement, free and clear of any Liens (other than Permitted Liens and any other Liens on the Subject Shares existing upon the consummation of the Initial Closing).
Title to the Subject Shares. Each Seller has good, valid and marketable title to his or her Subject Shares as set forth next to such Seller’s name in Section 1.1(a), free and clear of all Liens, except for restrictions on transfer as may be imposed under federal or state securities laws.
