Common use of Delivery of Possession and Instruments of Transfer Clause in Contracts

Delivery of Possession and Instruments of Transfer. At the Closing, the Seller shall deliver to the Buyer possession of all certificates representing the Capital Stock, duly endorsed in blank or accompanied by duly executed transfer powers with signatures notarized, and such other instruments of transfer reasonably requested by and satisfactory to the Buyer and its counsel for consummation of the transactions contemplated under this Agreement and as are necessary to vest in the Buyer, all right, title and interest in and to the Capital Stock, free and clear of any lien, encumbrance, security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or state securities laws.

Appears in 2 contracts

Samples: Purchase Agreement (EMR Technology Solutions, Inc.), Purchase Agreement (EMR Technology Solutions, Inc.)

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Delivery of Possession and Instruments of Transfer. At the Closing, the Seller shall deliver to the Buyer possession of all certificates representing the Capital StockMembership Interests, duly endorsed in blank or accompanied by duly executed transfer powers with signatures notarized, and such other instruments of transfer reasonably requested by and satisfactory to the Buyer and its counsel for consummation of the transactions contemplated under this Agreement and as are necessary to vest in the Buyer, all right, title and interest in and to the Capital StockMembership Interests, free and clear of any lien, encumbrance, security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or state securities laws.

Appears in 1 contract

Samples: Purchase Agreement (EMR Technology Solutions, Inc.)

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Delivery of Possession and Instruments of Transfer. At the ClosingClosing (as hereinafter defined), the Seller Shareholders shall sell, assign and deliver to the Buyer possession Buyer, against payment of all the Purchase Price therefore as provided in Section 2.3, certificates representing the Capital StockShares, duly endorsed in blank or accompanied by duly executed transfer stock powers with signatures guaranteed or notarized, and such other instruments of transfer reasonably requested by and satisfactory to the Buyer and its counsel for consummation of the transactions contemplated under this Agreement and as are necessary to vest in the Buyer, all right, title and interest in and to the Capital StockShares, free and clear of any lienSecurity Interest, encumbrance, security agreement, equity, option, claim, charge claims or restrictionrestrictions, other than restrictions imposed by federal or applicable state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gales Industries Inc)

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