Title to Acquired Shares Sample Clauses

Title to Acquired Shares. Upon issuance in accordance with the terms hereof, the Acquired Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with the terms hereof, the Sponsor will have good title to the Acquired Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Sponsor.
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Title to Acquired Shares. Such Seller: (i) has good and valid title to and record and beneficial ownership of such Seller’s Proportionate Share of the Acquired Shares, in each case free and clear of all Encumbrances, other than Permitted Equity Encumbrances; (ii) has not granted any option or other right in or to any of such Seller’s Proportionate Share of the Acquired Shares; and (iii) other than as contained in the Organizational Documents of the Company and the Buy Sell Agreement, copies of which have been provided to Purchaser, is not a party to any voting trust, voting agreement, shareholder, or other Contract relating to, binding on, or otherwise affecting such Seller’s right to freely transfer such Seller’s Proportionate Share of the Acquired Shares.
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Title to Acquired Shares. The Equity Seller is the sole record and beneficial owner of all of the Acquired Shares, free and clear of all Liens (other than Liens arising under U.S. federal or blue sky securities laws). The Equity Seller has the power and authority to sell, transfer, assign and deliver the Acquired Shares to Buyer as provided in this Agreement, and at the Closing will convey to Buyer good and marketable title to such Acquired Shares, free and clear of any and all Liens (other than Liens arising under U.S. federal or blue sky securities laws).
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Title to Acquired Shares. Shanecy is the owner of the Acquired Shares, and such Shares are duly authorized, and will be at the Closing Date, free and clear of all Liens whatsoever, and will be validly issued, fully paid and nonassessable.
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Title to Acquired Shares. The Acquired Shares are duly authorized, validly issued, fully paid and nonassessable and are owned by Sellers free and clear of all options, mortgages, restrictions (other than restrictions under applicable securities laws), liens, charges, assessments, pledges, security interests, adverse claims, equities, limitations or other encumbrances (collectively, "Encumbrances"). Upon ------------ transfer of the Acquired Shares by Sellers, Buyer will, as a result, receive good title to all of the Acquired Shares, free and clear of all Encumbrances.
Sample 1
Title to Acquired Shares. (a) Such Seller owns beneficially and of record, free and clear of any Liens (other than those arising under the Second Amended and Restated Stockholders Agreement), such Seller’s Acquired Shares. Such Seller does not have any right, title or interest in any Common Stock, Stock Equivalents or other securities of FLMG other than such Seller’s Acquired Shares (and, with respect to XXX, the XXX Option). Upon such Seller’s delivery of such Seller’s Acquired Shares and exchange therefor pursuant hereto, good and valid title to such Acquired Shares, free and clear of all Liens, other than restrictions on transfer under applicable state and federal securities laws or arising under the Second Amended and Restated Stockholders Agreement, will pass to Holdings. (b) Except under the Second Amended and Restated Stockholders Agreement, such Seller (i) is not a party to any, and has not granted to any other Person any, and there are no, options, warrants, conversion privileges, subscription or purchase rights or other rights outstanding as of the date of this Agreement to purchase or otherwise acquire such Seller’s Acquired Shares, any Stock Equivalents or any other securities of FLMG and (ii) is not a party to any voting agreement, voting trust, proxy or other agreement or understanding with respect to the voting of any of such Seller’s Acquired Shares.
Sample 1
Title to Acquired Shares. Such Seller is the record owner and beneficial owner of all the issued and outstanding Acquired Shares of such Seller. The Acquired Shares of such Seller were duly issued and fully paid up and non-assessable. On the Closing Date, such Seller will transfer to the Purchaser (in accordance with Section 1.3 hereof) good and marketable title to the Acquired Shares of such Seller free and clear of all Encumbrances. Except for the issued and outstanding Ordinary Shares indicated as held by the Sellers in Section 3.2.1 of the Company Disclosure Schedule and the registered capital held by the Guarantor in Beijing Commerce and Beijing Media, none of the Sellers and the Guarantor own or have direct or indirect interest in any other Share Capital of any Group Company or is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the acquisition or disposition of any Share Capital of any Group Company (other than this Agreement). None of the Sellers and the Guarantor is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Share Capital of any Group Company, except for the Control Documents and the Shareholders Agreement.
Sample 1
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Title to Acquired Shares. Each Equity Seller is the sole record and beneficial owner of all of the Acquired Shares set forth opposite such Equity Sellers’s name on Schedule 3.1(d) and Exhibit A or Exhibit C, as applicable, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Law and Permitted Liens). No Equity Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting or transfer of any Acquired Shares. Each Equity Seller has the power and authority to sell, transfer, assign and deliver the Acquired Shares to Buyer as provided in this Agreement, and such delivery will convey to Buyer good and valid title to such Acquired Shares, free and clear of any and all Liens (other than restrictions on transfer imposed by applicable securities Law).
Sample 1

Related to Title to Acquired Shares

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • 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.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

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