Ownership of and Title to Securities. The Warrant Shares, if issued, will be, duly authorized, validly issued, fully paid and nonassessable shares of the capital stock of the Company, free of personal liability. Upon consummation of the issuance of the Warrants (and upon the exercise of the Warrants, in whole or in part) pursuant to this Agreement, the Holder will own and acquire title to the Warrants (and the Warrant Shares, as the case may be) free and clear of any and all proxies, voting trusts, pledges, options, restrictions, or other legal or equitable encumbrance of any nature whatsoever (other than the restrictions on transfer due to federal and state securities laws or as otherwise provided for in this Agreement or in the Warrants).
Ownership of and Title to Securities. The Company Shareholder will transfer to Issuer good and marketable title to the Company Shares which it owns or will own, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by United States federal or state securities Laws.
Ownership of and Title to Securities. The Issuer Disclosure Schedule accurately and completely sets forth all of the Issuer Shares owned by the Issuer Shareholder as of the date hereof. The Issuer Shareholder has good and marketable title to the Issuer Shares which he owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.
Ownership of and Title to Securities. The Company Shareholder Disclosure Schedule accurately and completely sets forth all of the Company Shares owned by such Company Shareholder as of the date hereof. The Company Shareholder has good and marketable title to the Company Shares which such shareholder owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.
Ownership of and Title to Securities. To his knowledge, the recitals to this Agreement accurately and completely describe the authorized, issued and outstanding capital stock of the Company. Exhibit A to this Agreement accurately and completely sets forth all of the capital stock of the Company owned by the Selling Stockholder and, to his knowledge, the other stockholders of the Company. There are no warrants, options, subscriptions, calls, or other similar rights of any kind for the issuance or purchase of any securities of the Company held by the Selling Stockholder or, to his knowledge, any other person. The Selling Stockholder represents that the Selling Stockholder has and will transfer to CLUSONE good and marketable title to the Company Shares which he owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws..
Ownership of and Title to Securities. The Shareholder as of the date hereof is the record owner of all of the Shareholder Shares, which constitute one hundred (100%) of Company’s issued and outstanding securities. The Shareholder has good and marketable title to the Shareholder Shares which she owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances of any kind, except for any restrictions imposed by federal or state securities laws.
Ownership of and Title to Securities. The number of shares reflected on the Company Shareholder signature page accurately and completely sets forth all of the Company Shares owned by such Company Shareholder as of the date hereof. The Company Shareholder has good and marketable title to the Company Shares which such shareholder owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.
Ownership of and Title to Securities. The UNIPRO Disclosure Schedule accurately and completely sets forth all of the UNIPRO Shares owned by each UNIPRO Shareholder as of the date hereof. Each UNIPRO Shareholder has good and marketable title to the Unipro Shares which he owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances, except for any restrictions imposed by federal or state securities laws.
Ownership of and Title to Securities. The New Series of Preferred to be issued hereunder are, and all Conversion Shares, when issued, will be, duly authorized, validly issued, fully paid and nonassessable shares of the capital stock of the Company, free of personal liability.
Ownership of and Title to Securities. The Selling Stockholder ------------------------------------ represents that the Selling Shareholders are the sole owners of all of the issued and outstanding shares of capital stock of National Capital and that there are no warrants, options, subscriptions, calls, or other similar rights of any kind for the issuance or purchase of any securities of National Capital held by the Selling Stockholder or any other persons. The Selling Stockholder represents that the Selling Stockholder has and will transfer to the Company good and marketable title to the National Capital Shares which he owns, free and clear of all pledges, security interests, mortgages, liens, claims, charges, restrictions or encumbrances.
