Ownership of the Shares. The Seller is the beneficial and record owner of and has good, valid and marketable title to all of the Shares, free and clear of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rights.
Appears in 2 contracts
Samples: Share Exchange Agreement (Axonyx Inc), Share Exchange Agreement (Axonyx Inc)
Ownership of the Shares. The Seller is the record and beneficial and record owner of and has good, valid and marketable title to all of the Shares, . All of the Shares are held free and clear of all mortgages, pledges, security interests, liens, mortgagesclaims, charges encumbrances, equities or other encumbrances restrictions (collectively, “Liens”). Upon payment for the Shares in accordance with the terms and any preemptive or subscription rightsconditions of this Agreement, the Company will acquire good and valid title to the Shares free and clear of all Liens.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Atwood Oceanics Inc), Stock Purchase Agreement (Helmerich & Payne Inc)
Ownership of the Shares. The Seller is the sole record and beneficial and record owner of the Shares and has good, valid and marketable title to the Shares constitute all of the capital stock of the Company owned by Seller. Seller has good title to such Shares, free and clear of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rightsLiens.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tekelec), Stock Purchase Agreement (Nice Systems LTD)
Ownership of the Shares. The Seller is the sole legal and beneficial owner and record owner holder of the Shares. The Seller has the absolute right and has good, valid and marketable title power to sell the Shares to the Corporation. The Shares represent all of the Sharesshares of common stock of the Corporation owned by the Seller, free except that the Seller is the holder of a Warrant to Purchase Common Stock issued by the Corporation (the “Warrant”), which Warrant is being terminated by the Seller and clear the Corporation as of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rightsthe date hereof pursuant to a separate agreement.
Appears in 1 contract
Samples: Stock Redemption Agreement (American Virtual Cloud Technologies, Inc.)
Ownership of the Shares. The Seller is the record and beneficial and record owner of the Shares, and has good, will transfer and deliver to Buyer at the Closing valid and marketable title to all of the Shares, free and clear of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rightsLien.
Appears in 1 contract