Common use of Ownership and Transfer of Shares Clause in Contracts

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any Lien. Subject to compliance with the matters referred to in Section 3.03, Seller has the absolute right, authority and all Lienspower to sell, assign and transfer the Shares to Buyer free and clear of any Lien. Upon delivery to Buyer of the certificate for the Shares at the Closing, Buyer will acquire good, valid and marketable title to the Shares, free and clear of any Lien, other than as a result of any action by Parent or any of its Affiliates.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens. Each Seller has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record (legal) and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Annex A, free and clear of any and all Liens. Each Seller has the corporate or other applicable organizational power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable legal title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit A, free and clear of any and all LiensLiens (other than restrictions on transfer imposed under applicable state and federal securities Laws). Each The Seller has the full power and authority to sell, transfer, assign and deliver such the Shares as provided in this Agreement, and such delivery will convey to the Purchaser Buyer good and marketable valid title to such Shares, free and clear of any and all LiensLiens (other than restrictions on transfer imposed under applicable state and federal securities Laws).

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens. Each The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Annex A, free and clear of any and all Liens. Each Seller has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens, other than Liens resulting from this Agreement. Each Seller has the corporate or equivalent power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of, and has good and valid title to, the Shares, which ownership as of the Shares indicated as being owned by such Seller on Exhibit A, Effective Time shall be free and clear of any and all Liens. Each The Seller has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable valid title to such Shares, free and clear of any and all LiensLiens as of the Effective Time.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Schedule A, free and clear of any and all Liensliens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liensliens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Annex A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such the Seller on Exhibit A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any Lien. Subject to compliance with the matters referred to in Section 3.03, Seller has the absolute right, authority and all Lienspower to sell, assign and transfer the Shares to Buyer free and clear of any Lien. At the Closing, Buyer will acquire good and valid title to the Shares, free and clear of any Lien, other than as a result of any action by Buyer or any of its Affiliates.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such the Seller on Exhibit Annex A, free and clear of any and all Liens. Each The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens other than Permitted Liens. Each Seller has the corporate power and authority to sell, transfer, assign and deliver such the Shares as provided in this Agreement, and such delivery will convey to the Purchaser Purchasers good and marketable title to such the Shares, free and clear of any and all Liens other than Permitted Liens.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AD, free and clear of any and all Liens. Each The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Schedule A, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AEXHIBIT C, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each The Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AB, free and clear of any and all Liens. Each The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Annex A, free and clear of any and all Liens. Each Seller has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Such Seller is the record and beneficial owner of one (1) Share, free and clear of all Liens. Upon transfer of such Share to Purchaser at the Shares indicated as being owned by Closing, Purchaser will receive valid title to such Seller on Exhibit AShare, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all LiensLien.

Ownership and Transfer of Shares. Each Subject to the payment of $1,200,000 by Seller to a third party, the Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AB, free and clear of any and all Liens. Each The Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit ASeller, free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Annex A, free and clear of any and all Liens. Each Seller has the corporate or other applicable organizational power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is The Sellers are the record and beneficial owner of the Shares indicated as being owned by such Seller the Sellers on Exhibit AC, free and clear of any and all Liens. Each Seller has The Sellers have the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens (other than Permitted Liens). Each Seller has the authority and power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens (other than Permitted Liens).

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of of, and has good, valid and marketable title to, the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all Liens. Each The delivery of the Shares to Purchaser by Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good good, valid and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Seller is the record owner of the Shares and the beneficiary or beneficiaries of such Seller, as the case may be, is the beneficial owner or are the beneficial owners of the Shares indicated as being owned by such Seller on Exhibit AAnnex 1. At the Closing, the Purchaser will acquire good title to the Shares free and clear of any and all Liens. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares Liens (other than as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Lienscontemplated by Section 5.5).

Ownership and Transfer of Shares. Each Seller is The Sellers are the record and beneficial owner owners of the Shares indicated as being owned by such Seller on Exhibit AShares, free and clear of any and all LiensLiens (other than restrictions on transfer under state and federal securities Laws). Each Seller has The Sellers have the power (corporate or other) and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable valid title to such Shares, free and clear of any and all LiensLiens (other than restrictions on transfer under state and federal securities Laws).

Ownership and Transfer of Shares. Each Seller is the record and beneficial owner of the Shares indicated as being owned by such Seller on Exhibit Schedule A, free and clear of any and all Liens. Such Shares constitute all of the issued and outstanding shares of capital stock of the Company. Each Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.

Ownership and Transfer of Shares. Each Such Seller is the record and beneficial owner of the Shares Shares, Options and Warrants, as applicable, indicated as being owned by such Seller on Exhibit A, free and clear of any and all Liens. Each Seller has Liens (other than any restrictions on transfer under any applicable federal or state securities Laws or the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey Stockholders Agreement that are not applicable to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens.transactions contemplated hereby). 6.5

Ownership and Transfer of Shares. Each such Seller is the record and beneficial owner of the Shares indicated as being owned by each such Seller on Exhibit ASchedule I, free and clear of any and all LiensEncumbrances, except as set forth in Section 4.03 of the Sellers Disclosure Schedule. Each such Seller has the power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all LiensEncumbrances.