Title of the Shares Sample Clauses

Title of the Shares. As of the Closing Date, such Stockholder shall own free and clear of any lien, option or other encumbrance, and shall have full power and authority to convey free and clear of any liens or other encumbrances, the Stockholder Shares set forth opposite such Stockholders' name on EXHIBITS A hereof, and, upon delivery of and payment for such shares as herein provided, such Stockholder will convey to the Buyer good and valid title thereto, free and clear of any lien or other encumbrance.
Sample 1
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Title of the Shares. Share capital.
Sample 1
Title of the Shares. The Seller is the record and beneficial owner of the Shares, which represent on the date hereof and shall represent on the Closing Date, the totality of the corporate capital of the Company. The Seller represents that there is no Person entitled to any of the Shares or its ownership, in any manner or nature whatsoever. The Seller represents that there are no Encumbrances, options, warrants, calls, rights, restrictive clauses as incommunicability, restraint of seizure or inalienability, commitments or agreements of any character to which the Seller is a party or by which it is bound obligating the Seller to issue, deliver or sell, pledge, grant an Encumbrance on or cause to be issued, delivered or sold, pledged, Encumbered to be granted on, any equity interests of the Company or obligating the Seller to grant, extend or enter into any such Encumbrance, option, warrant, call, right, fruits and earnings, commitment or agreement. The Seller represents that it is not, directly or indirectly, a party to any agreement, voting right agreement, option, warrant, purchase right, proxy or power of attorney relating to voting right, dividend rights or the sale, purchase, issuance, registration, transfer, or redemption or other acquisition or disposition of any equity interests in the Company. The Seller is not a party to any voting agreement or shareholders agreement or any agreement relating to the Shares of the Company. The Organizational Documents, as from its incorporation up to today, are updated and reflect precisely its shareholding and there are no Encumbrances over the Shares. 5.1.5
Sample 1
Title of the Shares. The Sellers are the record and beneficial owner of the Existing Shares, which represent on the date hereof, the totality of the corporate capital of the Company. The Sellers represent that there is no Person entitled to any of the Shares or its ownership, in any manner or nature whatsoever. Except with respect to the resolutions taken at in respect to the Corporate Restructuring, the Sellers represent that there are no Encumbrances, options, warrants, calls, rights, restrictive clauses as incommunicability, restraint of seizure or inalienability, commitments or agreements of any character to which the Sellers are a party or by which it is bound obligating the Sellers to issue, deliver or sell, pledge, grant an Encumbrance on or cause to be issued, delivered or sold, pledged, Encumbered to be granted on, any equity interests of the Company or obligating the Sellers to grant, extend or enter into any such Encumbrance, option, warrant, call, right, fruits and earnings, commitment or agreement. The Sellers represent that they are not, directly or indirectly, a party to any agreement, voting right agreement, option, warrant, purchase right, proxy or power of attorney relating to voting right, dividend rights or the sale, purchase, issuance, registration, transfer, or redemption or other acquisition or disposition of any equity interests in the Company. The Sellers are not a party to any voting agreement or shareholders agreement or any agreement relating to the Shares of the Company. The Organizational Documents, as from its incorporation up to today, are updated and reflect precisely its shareholding as of today, and there are no Encumbrances over the Shares (except for the Corporate Restructuring).
Sample 1

Related to Title of the Shares

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

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