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..
Appears in 3 contracts
Samples: Securities Purchase Agreement and Plan of Reorganization (Literary Playpen Inc), Securities Purchase Agreement and Plan of Reorganization (Literary Playpen Inc), Securities Purchase Agreement and Plan of Reorganization (Clusone Acquisition Corp)
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 Templemore 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..
Appears in 1 contract
Samples: Securities Purchase Agreement and Plan of Reorganization (Templemore Acquisition Corp)