Title; Capitalization Sample Clauses

Title; Capitalization. (a) The Company or its applicable subsidiary, as applicable, is the record and beneficial owner of the Purchased Interests, free and clear of all liens (other than restrictions on transfer which arise under applicable securities laws and liens created in or by Purchaser or any of its affiliates). The Company or its applicable subsidiary is not a party to any option, warrant, purchase right, right of first offer or first refusal or other Contract, commitment or understanding that could require the Company or its applicable subsidiary to sell, transfer, or otherwise dispose of, or create any lien on, any of the Purchased Interests. (b) The Company or its applicable subsidiary is not a party to any voting trusts, stockholder agreements, proxies or other Contract, commitment or understanding in effect with respect to the voting or transfer of the Purchased Interests. (c) As of Closing, all of the Purchased Interests have been duly authorized, validly issued and fully paid and non-assessable. Other than the Purchased Interests, there are no other shares of capital stock, equity interests or similar rights in the Purchased Subsidiaries authorized, issued or outstanding. (d) There are no outstanding options, restricted stock, warrants or other similar instruments of any kind relating to the acquisition, transfer, sale, issuance or voting of any securities (including any shares of capital stock of any class or other voting securities or ownership interests) of the Purchases Subsidiaries that have been issued, granted or entered into by the Purchased Subsidiaries, or any securities convertible into, exchangeable for or evidencing the right to purchase from the Purchased Subsidiaries, any securities of the Purchased Subsidiaries. There are no outstanding contractual obligations of the Purchased Subsidiaries to repurchase, redeem or otherwise acquire any of their respective shares.

Title; Capitalization. If the Conversion Legislation is passed and ratified, Nuevo will receive at Closing, valid and marketable title to the Grantor Stock or the Grantor Assets, as applicable, free and clear of any claims, liens, pledges, charges, encumbrances, mortgages, security interests, options, restrictions on transfer, rights of first refusal, preemptive or other rights or other agreements, interests or equities or any other material imperfections of title.

Title; Capitalization. (a) The Corporation has title to all of its assets and other property subject to the Encumbrances set forth on Schedule 4.3(a) and Encumbrances duly recorded in the public record. Neither Seller or Corporation make any warranty or representation with respect to the condition or marketability of title to the assets. The assets are conveyed "As-Is" in all respects. (b) The Corporation owns or leases pursuant to leases described on Schedule 4.3

Title; Capitalization. (a) The authorized capital stock of RAB consists of 10,000,000 shares of Common Stock and no shares of preferred stock. As of the date of this Agreement, there were 5,062,500 shares of Common Stock outstanding and no shares of Common Stock held in treasury. As of the date of this Agreement, to the knowledge of Seller, no shares of Common Stock were reserved for issuance, except for an aggregate of 1,250,000 shares of Common Stock reserved for possible issuance under the Royal Asian Bank 2008 Long-Term Incentive Plan. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, to the knowledge of Seller, except as set forth above and except for 250,000 shares of Common Stock remaining to be issued to Shin under the Shin Restricted Stock Agreement (after giving effect to the 62,500 shares of Common Stock which are issued under the Shin Restricted Stock Agreement which vested on November 4, 2008), RAB does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Common Stock or any other equity securities of RAB or any securities representing the right to purchase or otherwise receive any shares of RAB capital stock. (b) Seller owns, of record and beneficially, all of the Shares. Seller does not have any rights to subscribe for or purchase any additional shares of Common Stock or any other equity securities of RAB. At the Closing, (A) the Shares will be transferred to Buyer free and clear of all pledges, contractual restrictions on transfer, security interests, liens, claims and encumbrances of any nature whatsoever and there will not be any outstanding subscriptions, options, warrants, convertible securities, calls, commitments, agreements, contracts, rights or other obligations granted by Seller of any nature whatsoever (contingent or otherwise) to purchase or otherwise acquire from Seller all or any portion of the Shares or any securities convertible into shares of capital stock of RAB and (B) the Shares will not be the subject of a voting trust, voting agreement, shareholders’ agreement or other similar arrangement entered into by Seller, or binding upon Seller or any of the Shares.

Title; Capitalization. (a) Seller is the record and beneficial owner of the Equity Interests, free and clear of any Liens (other than transfer restrictions under applicable federal and state securities laws. Except as set forth on Schedule 2.04(a), Seller is not a party to any Option, voting agreement, voting trust, proxy, or other Contract (other than this Agreement) with respect to any Equity Interests or other ownership interest or other security of the Companies. Except for the Equity Interests owned by Seller, Seller does not own any equity interest or other security of the Companies or any of their Subsidiaries or any Options. At the Closing, Seller is transferring to Buyer, and Buyer is acquiring from Seller, good title to the Equity Interests free and clear of all Liens, other than Liens arising under federal and state securities laws and Liens created by, or otherwise arising as a result of any action of, Buyer. (b) The authorized and issued capital stock, membership interests, or partnership interests, as applicable, of the Companies and their Subsidiaries are set forth on Schedule 2.04(b). Seller owns 100% of the issued capital stock, membership interests, or partnership interests, as applicable, of each of the Companies (other than the ▇▇▇▇▇▇▇ ▇▇ Interest, which is owned by one of the Companies), and the Companies own 100% of the issued capital stock, membership interests, or partnership interests, as applicable, of each of the Subsidiaries. There are no outstanding options, warrants, convertible securities or other rights to subscribe for or acquire any capital stock or other ownership interests or securities, or securities convertible into or exchangeable for capital stock, membership interests, partnership interests, or other ownership interests, of the Companies or their Subsidiaries. All such capital stock, membership interests, or partnership interests set forth on Schedule 2.04(b) have been issued in compliance with applicable federal and state securities Legal Requirements and all pre-emptive rights applicable thereto, whether by Legal Requirement or Contract. All of the outstanding equity securities of the Companies and their Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are free and clear of all Liens.

Title; Capitalization. (a) The LLC Seller owns good, valid and marketable title to all of the Interests, free and clear of any and all Liens (other than Liens under securities Laws). Except as set forth on Schedule 3.3(a), the Interests constitute all outstanding equity securities of the Company. All such Interests (i) have been duly and validly issued; and (ii) were not issued in violation of any preemptive rights or rights of first refusal or first offer. All of the issued and outstanding Interests and all of the other securities issued by the Company were granted, offered, sold and issued in compliance, in all material respects, with all applicable state and federal securities Laws. Except as set forth on Schedule 3.3(a), there are no outstanding or authorized Convertible Securities, equity appreciation, phantom equity or similar rights with respect to the Company. Except as set forth on Schedule 3.3(a), there are no outstanding voting trusts, proxies, equity holder agreements or any other agreements or understandings with respect to Company securities, and there are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts to which the Company is a party or by which the Company is bound relating to any of the Interests or any other equity securities of the Company. (b) Other than as set forth on Schedule 3.3(b), the Company does not own any equity interest in any other Person.

Title; Capitalization. (a) Seller owns all of the Fluids Interests, free and clear of all Liens (other than Permitted Liens). Seller has the sole voting power and sole power of disposition with respect to all of the Fluids Interests with no limitations, qualifications or restrictions on such rights and powers. The Fluids Interests will be transferred by Seller to Purchaser pursuant to this Agreement and the Fluids Assignment Agreement, free and clear of all Liens and restrictions on transfer other than restrictions on transfer arising pursuant to applicable securities Laws. Seller is not subject to any agreements, arrangements, options, warrants, calls, rights, commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of the Fluids Interests. The Fluids Entities and their respective jurisdictions of incorporation or organization are set forth on Schedule 3.05(a). The Fluids Entities have been duly incorporated or organized and are validly existing under the Laws of their respective jurisdictions of incorporation or organization and have the corporate or other organizational power and authority to own, lease and operate their respective properties, assets and rights and to conduct their respective businesses as now being conducted. Each Fluids Entity is duly licensed or qualified to do business and is in good standing (or the equivalent) as a foreign corporation (or other entity, if applicable) in each jurisdiction in which the ownership, leasing or operation of its assets, properties, or rights or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to be material to the Fluids Entities or Fluids Business, in each, case taken as a whole. (b) The capitalization of each Fluids Entity is set forth on Schedule 3.05(b), which schedule sets forth, with respect to each such Fluids Entity, (i) its authorized, issued and outstanding Equity Interests, and (ii) the number and percentage of shares of its outstanding Equity Interests held by Seller or another Fluids Entity. All of the issued and outstanding shares of Equity Interests in each Fluids Entity are owned beneficially and of record by Seller, another Fluids Entity or such other Person, in each case, as set forth on Schedule 3.05(b), free and clear of all Liens, other than any restrictions on sales of securities under applicable ...

Title; Capitalization. The Seller owns good, valid and marketable title to the Securities, free and clear of any and all Liens (including any spousal interests, community or otherwise). Upon delivery of the Securities to the Buyer on the date of Closing in accordance with this Agreement and upon the consummation of the Transaction, good, valid and marketable title to the Securities, free and clear of any and all Liens, will pass to the Buyer. The Securities (i) have been duly and validly issued; (ii) are fully paid and nonassessable; and (iii) are held of record by the Seller. There are no outstanding or authorized equity or stock appreciation, phantom stock or similar rights with respect to the Company, nor are there any voting trusts, proxies, membership agreements or any other agreements or understandings with respect to the voting of the Securities. There are no options, warrants or other rights to subscribe for or purchase any capital stock or other equity interests of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity interests or capital stock of the Company, or preemptive rights or rights of first refusal or first offer nor are there any contracts, commitments, agreements, understandings, arrangements or restrictions to which the Company is a party or by which the Company is bound relating to any shares of the Securities or any other equity securities of the Company, whether or not outstanding.

Title; Capitalization. (a) Except as set forth on Schedule 2.4(a), all of the Transferred Securities were duly authorized, validly issued, fully paid and, to the extent applicable, non-assessable and are owned beneficially and of record by Seller free and clear of any Lien, other than Permitted Liens. The delivery to Buyer of the Transferred Securities pursuant to this Agreement will transfer to Buyer good, valid and marketable title to the Transferred Securities, free and clear of any and all Liens, except for Permitted Liens. (b) Schedule 2.4(b) sets forth (i) with respect to each June 30 Equity Security, a complete and correct description of Seller's Diluted Ownership as of June 30, 2006 and (ii) with respect to each Post June 30 Equity Security, a complete and correct description of Seller's Diluted Ownership in the Portfolio Company issuer of such Post June 30 Equity Security as of the date of Seller's acquisition of such Post June 30