Good Title to Shares. Such Selling Stockholder has, and on each Closing Date will have, valid title to the Shares to be sold by such Selling Stockholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder.
Good Title to Shares. Seller has, and on the Closing Date will have, valid title to the Shares to be sold by Seller and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, and to sell, transfer, and deliver the Shares to be sold by Seller.
Good Title to Shares. Such Selling Shareholder has, and on each Closing Date will have, valid title to the Shares to be sold by such Selling Shareholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Shareholder and all authorizations and approvals required by law and under its charter or bylaws, partnership agreement, trust agreement or other organizational documents to enter into this Agreement, the Custody Agreement and the Power of Attorney, to sell and deliver the Shares to be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder have been obtained.
Good Title to Shares. Upon the consummation of the transactions contemplated herein and the conversion of all shares of the Company's preferred stock, no par value per share ("Preferred Shares"), into Shares (if such Selling Stockholder holds any Preferred Shares), such Selling Stockholder will have valid title to the Shares to be sold by such Selling Stockholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder.
Good Title to Shares. At the Closing, subject to the delivery in full of the Purchase Price by the Purchaser in accordance with the terms hereof, each Seller will deliver to the Purchaser good title to the Shares held by such Seller, free and clear of all Liens. Each Seller has the unrestricted power and authority to transfer the Shares to the Purchaser.
Good Title to Shares. 10 2.5. Delivery of Common Shares.........................................10 2.6.
Good Title to Shares. Brooke has, and immediately prior to the Closing Date, Brooke will have, good and valid title to the Shares to be sold by Brooke hereunder, free and clear of all Encumbrances; and upon delivery of the Shares and payment therefor pursuant hereto, good and valid title to the Shares, free and clear of all Encumbrances, will pass to NVC on the Closing Date.
Good Title to Shares. The Selling Shareholder has, and on the Closing Date or the Option Closing Date, as the case may be, will have, valid title to the Shares to be sold by the Selling Shareholder and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by the Selling Shareholder.
Good Title to Shares. Each Shareholder has, and immediately prior to the Merger each Shareholder will have, good and valid title to the shares of Tooltex Common Stock to be exchanged in the Merger, free and clear of all liens, encumbrances, equities or claims. The issuance of the shares of Tooltex Common Stock to be exchanged for the issued and outstanding shares of Sonics Common Stock pursuant to the provisions of the Agreement of Merger will have been duly authorized and will, upon the execution and delivery of certificates therefore, be validly issued and outstanding, fully paid and non-assessable and free of preemptive rights.
Good Title to Shares. The issuance of the shares of Sonics Common Stock to be exchanged for the issued and outstanding shares of Tooltex Common Stock pursuant to the provisions of the Agreement of Merger will have been duly authorized and will be, upon the execution and delivery of certificates therefore, validly issued and outstanding, fully paid and non-assessable and free of pre-emptive rights.
