Options and Shares Clause Samples

Options and Shares. Such Seller has, or on the Closing Date will have, good and valid title to his or her Shares as set forth in Schedule 2(a), free and clear of all Liens (other than restrictions under securities laws). Such Seller is not a party to any subscriptions, options, warrants, rights, convertible or exchangeable securities, agreements or commitments which obligate or require such Seller to sell or transfer such Shares or his or her Options. Upon consummation of the transactions contemplated by this Agreement, such Seller will sell, assign, convey and deliver to Buyer good and valid title to his or her Shares, free and clear of all Liens (other than restrictions under securities laws), other than any Liens created by acts or omissions of Buyer and its Affiliates.