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Common use of Target Shares Clause in Contracts

Target Shares. The Seller, (A) holds of record and owns beneficially the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Stock for Stock Exchange Agreement (Intac International Inc)

Target Shares. The Seller, (A) Shareholder holds of record and owns beneficially all of the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxes, Security Interestssecurity interests, liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) . The Shareholder is not a party to any voting trust, proxy, shareholders agreement, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius Corp)

Target Shares. The Seller, (A) Shareholder holds of record and owns beneficially all of the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxes, Security Interestssecurity interests liens or other encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) . The Shareholder is not a party to any voting trust, proxy, shareholders agreement, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius Corp)

Target Shares. The Seller, (A) Seller holds of record and owns beneficially the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities applicable laws), encumbrancesTaxes and security interests meaning any mortgage, Taxespledge, lien, encumbrance, charge, or other security interest ("Security Interests"), options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) Shares. The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Share Purchase Agreement (Aceto Corp)

Target Shares. The Seller, (A) Shareholder holds of record and owns beneficially the number of Target SharesShares set forth next to his name in Exhibit A, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxestaxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) . The Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Careerengine Network Inc)

Target Shares. The Seller, (A) Seller holds of record and owns beneficially all of the issued and outstanding Target Shares, Shares free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) . The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telegen Corp /Co/)

Target Shares. The Seller, (A) Seller holds of record and owns beneficially the Target SharesShares (as set forth on Exhibit A), free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), encumbrances, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands, (B) . The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Target (other than this Agreement), (C) . The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Target, and (D) represents and warrants that upon acquiring the Target Shares, Buyer shall be vested with good and marketable title to the Target Shares, subject to all federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Phoenix Group Corp)