Ownership of Stock; Authority. (a) The Company Stockholder has good and marketable title, free and clear of any and all Security Interests, to all of the Company Shares listed on SCHEDULE I as being owned by such Company Stockholder. The Company Stockholder has the full right, power and authority to transfer, convey and sell to the Buyer at the Closing the Company Shares to be sold by such Company Stockholder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from such Company Stockholder good and marketable title to such Company Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
(b) The Company Stockholder has all requisite power and authority to execute and deliver the Fundamental Agreements to which such Company Stockholder is a party and to perform such Company Stockholder's obligations under such Fundamental Agreements. Such Fundamental Agreements have each been (or in the case of the Fundamental Agreements to be entered into on the Closing Date, shall be when delivered) duly and validly executed and delivered by such Company Stockholder, and each constitutes (or, in the case of the Fundamental Agreements to be entered into on the Closing Date, shall constitute) a valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and except as the availability of equitable remedies may be limited by general principles of equity.
(c) Neither the execution and delivery of any or all of the Fundamental Agreements to which such Company Stockholder is a party by such Company Stockholder, nor the consummation by such Company Stockholder of the transactions contemplated hereby or thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Company Stockholder is a party or by which such Company Stockholder is bound, (ii) result in the imposition of any Security Interest upon the Company Shares owned by such Company Stockholder, or (iii) violate any order, writ, injunction or decree applicable to such Company Stockholder or to the Company Shares.
Ownership of Stock; Authority. (a) The Seller has good and marketable title to the Shares, free and clear of any and all Liens (other than Permitted Liens).
(b) The Seller has the corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and is a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
(c) Neither the execution and delivery by the Seller of the Agreement nor the consummation by the Seller of the transactions contemplated hereby will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any Contract to which the Seller is a party or by which the Seller is bound, or (ii) result in the imposition of any Lien upon the Shares, except, in each case, as would not have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.
Ownership of Stock; Authority. (a) He or she has good and marketable title to the Shares which are to be transferred to the Buyer by such Stockholder pursuant hereto, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options, voting trusts, voting agreements, and adverse claims or rights whatsoever ("Stock Claims"). Schedule I attached ------------ ---------- hereto sets forth a true and correct description of all Shares owned by such Stockholder.
(b) He or she has all requisite right, power and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to transfer, convey and sell to the Buyer at the Closing the Shares to be sold by such Stockholder hereunder and, upon consummation of the purchase contemplated hereby, the Buyer will acquire good and marketable title to such Shares, free and clear of all Stock Claims.
(c) The execution, delivery and performance of this Agreement by him or her and the transfer, conveyance and sale of the Shares to be sold by such Stockholder to the Buyer pursuant to the terms hereof shall not conflict with, result in a breach of or constitute a default under any agreement to which he or she is a party or by which it is bound or any judgment, order, writ, injunction or decree of any court or other governmental body.
(d) No broker or finder has acted for him or her in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of him or her.
(e) The execution, delivery and performance of this Agreement by him or her and the transfer, conveyance and sale of the Shares to be sold by such Stockholder to the Buyer pursuant to the terms hereof are each actions of his or her own free will and are not products of duress of any kind.
Ownership of Stock; Authority. (a) He has good and marketable title, free and clear of any and all Security Interests, to all of the Company Shares. He has the full right, power and authority to deliver to the Buyer or the Transitory Subsidiary at the Closing the Company Shares and, upon consummation of the Merger, the Company Shares shall be free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
(b) He has all requisite power and authority to execute and deliver the Fundamental Agreements and to perform his obligations under the Fundamental Agreements. The Fundamental Agreements have each been (or in the case of the Escrow Agreement, shall be when delivered) duly and validly executed and delivered by him, and each constitutes (or, in the case of the Escrow Agreement, shall constitute) a valid and binding obligation of him or her, enforceable against him in accordance with its terms.
(c) Neither the execution and delivery of any or all of the Fundamental Agreements by him, nor the consummation by him of the transactions contemplated thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which he is a party or by which he is bound, (ii) result in the imposition of any Security Interest upon the Company Shares owned by him, or (iii) violate any order, writ, injunction or decree applicable to him or to the Company Shares.
Ownership of Stock; Authority. (a) The stockholder or holder of the Company Warrant has good and marketable title to the Stockholder’s Securities or the Company Warrant, as applicable, free and clear of any and all Liens.
(b) The stockholder or the holder of the Company Warrant has full legal capacity, power and authority to execute and deliver the agreements to which such Person is a party, to perform such Person’s obligations thereunder and to consummate the transactions contemplated thereby. The agreements to which each such Person is named as a party will be duly executed and delivered by each Person and, upon their execution and delivery will be, valid and legally binding obligations of each Person, enforceable against each Person in accordance with their respective terms.
(c) Neither the execution and delivery by the stockholder or the holder of the Company Warrant of any or all of the agreements to which such Person is a party, nor the consummation by such Person of the transaction contemplated thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Person is a party or by which such Person is bound, or (ii) result in the imposition of any Lien upon such Person’s Company Securities.
Ownership of Stock; Authority. (a) Each Stockholder has good and marketable title to the Stockholder’s Securities, free and clear of any and all Liens.
(b) Each Stockholder has full legal capacity, power and authority to execute and deliver this Agreement and the Additional Agreements to which such Stockholder is named as a party, to perform such Stockholder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and the Additional Agreements to which each Stockholder is named as a party have been, or at Closing will be, duly executed and delivered by each Stockholder and are, or upon their execution and delivery will be, valid and legally binding obligations of each Stockholder, enforceable against each Stockholder in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
(c) Neither the execution and delivery by such Stockholder of any or all of the Agreements and the Additional Agreements to which such Stockholder is a party, nor the consummation by such Stockholder of the transaction contemplated thereby, will (i) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require any notice, consent or waiver under, any instrument, contract, agreement or arrangement to which such Stockholder is a party or by which such Stockholder is bound, or (ii) result in the imposition of any Lien upon the Stockholder’s Securities owned by such Stockholder.
Ownership of Stock; Authority. (a) The Stockholder has good and valid title to its Company Common Shares, free and clear of any and all Liens other than restrictions under applicable securities Laws and Company Charter Documents.
(b) The Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been, or at Closing will be, duly executed and delivered by the Stockholder and are, or, assuming due authorization, execution and delivery by each other party thereto, upon its execution and delivery will be, valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, or (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
(c) Neither the execution and delivery by the Stockholder of any or all of the Agreement, nor the consummation by the Stockholder of the transactions contemplated thereby, will result in the imposition of any Lien upon the Company Common Shares.
