Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closing will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
Appears in 2 contracts
Samples: Purchase Agreement (Third Point LLC), Purchase Agreement (Third Point LLC)
Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closing Closings will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in Buyer and the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
Appears in 2 contracts
Samples: Purchase Agreement (Aep Industries Inc), Purchase Agreement (Third Point LLC)
Good Title Conveyed. The stock certificates and stock powers executed and delivered by the Sellers or book entry transfer instructions given by the Sellers at the Closing will be valid and binding obligations of the Sellers, enforceable in accordance with their respective terms, and will effectively sufficient to vest in the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
Appears in 2 contracts
Samples: Share Repurchase Agreement (Northern Right Capital Management, L.P.), Share Repurchase Agreement (Intevac Inc)
Good Title Conveyed. The stock certificates certificates, stock powers, endorsements, assignments and stock powers other instruments to be executed and delivered by Sellers to Buyer at the Closing will be valid and binding obligations of the respective Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable Buyer good title to all Purchased the Shares, free and clear of all Liens except for customary restrictions on the transfer of such Shares imposed by the Securities Act and any and all Liensapplicable state securities laws.
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Good Title Conveyed. The stock certificates certificates, stock powers, endorsements, assignments and stock powers other instruments to be executed and delivered by Sellers such Seller to Buyer at the Closing will be valid and binding obligations of Sellerssuch Seller, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable Buyer good title to all Purchased such Seller's Target Shares, free and clear of any and all Liens.
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Good Title Conveyed. The stock certificates certificates, stock powers, endorsements, assignments and stock powers other instruments to be executed and delivered by Sellers Shareholder to Purchaser at the Closing will be valid and binding obligations of SellersShareholder, enforceable in accordance with their respective terms, and will effectively vest in the Company Purchaser good, valid and marketable title to to, and ownership of, all Purchased Shares, the Shares free and clear of any and all LiensEncumbrances (other than Permitted Encumbrances).
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Good Title Conveyed. The stock certificates certificates, stock powers, endorsements, assignments and stock powers other instruments to be executed and and/or delivered by Sellers to Purchaser at the Closing will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable Purchaser good title to all Purchased the Shares, free and clear of any and all LiensEncumbrances.
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Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closing Closings will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
Appears in 1 contract
Samples: Purchase Agreement (Third Point LLC)
Good Title Conveyed. The stock certificates certificates, stock powers, endorsements, assignments and stock powers other instruments to be executed and delivered by the Sellers and Custodians to Buyer at the Closing will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company Buyer good, valid and marketable title to all Purchased Shares, of the issued and outstanding Holding Company Stock pursuant to and as contemplated by this Agreement free and clear of any and all LiensEncumbrances.
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Good Title Conveyed. The Any stock certificates and stock powers (together with the Stock Option Agreements representing the Options) executed and delivered by Sellers Seller at the Closing will be valid and binding obligations of SellersSeller, enforceable in accordance with their respective terms, and and, together with the delivery of Purchased Shares through DWAC, will effectively vest in the Company good, valid and marketable title to all of the Purchased SharesShares and Options, free and clear of any and all Liens.
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Good Title Conveyed. The stock certificates and stock powers executed and delivered by Sellers at the Closing or book entry transfer instructions given by Sellers will be valid and binding obligations of Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Company good, valid and marketable title to all Purchased Shares, free and clear of any and all Liens.
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