Common use of Ownership of Shares; Title Clause in Contracts

Ownership of Shares; Title. The Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by it, free and clear of any and all security interests, pledge agreements, Liens, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

AutoNDA by SimpleDocs

Ownership of Shares; Title. The Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule SCHEDULE 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by ithim, free and clear of any and all security interests, pledge agreements, Liens, proxies claims and voting or encumbrances and free and clear of any restrictions on transfer (other agreements except than restrictions on transfer imposed by applicable federal and state securities laws), proxies and voting or other agreements.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. The Each Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by ithim, free and clear of any and all security interests, pledge agreements, Liens, encumbrances, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United Auto Group Inc), Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. The Such Stockholder is the owner of record and beneficially of the number of Shares as set forth indicated on Schedule 3.1 hereof and has, and shall transfer to Sub the Merger Subs at the Closing, good and marketable title to the Shares owned by itsuch Shares, free and clear of any and all security interests, pledge agreements, Liens, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities lawslaws and under the Company Agreements with manufacturers set forth on Schedule 2.4.

Appears in 1 contract

Samples: Merger Agreement (United Auto Group Inc)

Ownership of Shares; Title. The Each Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule SCHEDULE 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by ithim, free and clear of any and all security interests, pledge agreements, Liens, proxies claims and voting or encumbrances and free and clear of any restrictions on transfer (other agreements except than restrictions on transfer imposed by applicable federal and state securities laws), proxies and voting or other agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

AutoNDA by SimpleDocs

Ownership of Shares; Title. The Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by ithim, free and clear of any and all security interests, pledge agreements, Liens, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. The Such Stockholder is the owner of record and beneficially of the number of Shares as set forth indicated on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by itsuch Shares, free and clear of any and all security interests, pledge agreements, Liens, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities lawslaws and under the Company Agreements with manufacturers set forth on Schedule 2.4 hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Ownership of Shares; Title. The Stockholder is the owner of record and beneficially of the Shares as set forth on Schedule 3.1 hereof and has, and shall transfer to Sub at the Closing, good and marketable title to the Shares owned by itShares, free and clear of any and all security interests, pledge agreements, LiensSecurity Interests, proxies and voting or other agreements except restrictions on transfer imposed by applicable federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Auto Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!