Title to Common Shares. Upon consummation of the Purchase and Exchange Transactions, the Selling Shareholder shall have good and valid title to a number of Common Shares equal to the number of Offered Shares to be sold at the Closing Date by the Forward Seller pursuant to the Forward Sale Agreement, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Common Shares and payment therefor pursuant to the Forward Sale Agreement, good and valid title to such Common Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Title to Common Shares. As of the date hereof, stockholder (a) beneficially owns (as defined in Rule 13d-3 under the Exchange Act), free and clear of any Lien (other than Liens that would not adversely affect in any material respect the ability of Stockholder to perform Stockholder’s obligations hereunder), the Subject Securities set forth opposite Stockholder’s name on Schedule A to this Agreement, and (b) except as set forth in Schedule A hereto, does not hold or have any ownership interest in any other Common Shares or any performance based stock awards, restricted stock, restricted stock units, options (including any granted pursuant to the Company Equity Plan) or Company Warrants, or other rights or securities convertible into or exercisable or exchangeable for Common Shares.
Title to Common Shares. Upon AH LLC’s transfer of the Contributed Properties Interests and delivery by the Company to AH LLC of the certificates for the Common Shares which AH LLC is acquiring under this Agreement, (i) the Common Shares to be issued at the Final Closing will be duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, and (ii) AH LLC will acquire the Common Shares, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, and encumbrances of any nature whatsoever, other than those imposed by law, or contemplated by this Agreement or those that result from action by AH LLC.
Title to Common Shares. Such Cabela Family Seller is the lawful owner, of record and beneficially, of the Common Shares being sold by it hereunder and has good and marketable title to such Common Shares, free and clear of any Liens whatsoever and with no restrictions on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Other than this Agreement and the Documents (as defined in the Stock Purchase Agreement) to be entered into on the Closing Date, there are no agreements between such Cabela Family Seller and any other Person with respect to voting of, or any other matters pertaining to, the capital stock of the Company. As used herein, the term “Lien” shall mean any lien, charge, claim, security interest, conditional sale agreement, mortgage, indenture, deed of trust, security agreement, pledge, hypothecation, option, restriction, condition or other encumbrance or defect of title of any kind or nature. As used herein, “Person” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority (or any department, agency or political subdivision thereof).
Title to Common Shares. Each Seller is the lawful record and beneficial owners of their Common Shares, free and clear of any security interest, claim, lien, pledge, option, encumbrance or restriction (on transferability or otherwise) whatsoever in law or at equity, and the delivery of the Common Shares by each Seller to the Buyer pursuant to this Agreement will convey to the Buyer lawful, valid and indefeasible title thereto, free and clear of any security interest, claim, lien, pledge, option, encumbrance or restriction whatsoever.
Title to Common Shares. Each Shareholder individually represents and warrants to the Company and XOOM that he or she is the record and beneficial owner of the common stock being conveyed by such Shareholder to the Company listed opposite the Shareholder's name in the capitalization schedule attached hereto as Exhibit A, and --------- Shareholder holds title to the common stock free and clear of all liens, charges, encumbrances, security interests, restrictive agreements or assessments.
Title to Common Shares. Such Selling Stockholder owns beneficially and of record, free and clear of any Lien, the Common Shares set forth opposite such Selling Stockholder's name on Schedule I hereto and, upon delivery of and payment for such Common Shares as herein provided, the Purchaser acquiring such Common Shares will acquire good and valid title thereto, free and clear of any Lien. Such Selling Stockholder does not own, whether beneficially or of record, any Common Stock other than the aggregate number of Common Shares set forth opposite such Selling Stockholder's name on Schedule I hereto.
Title to Common Shares. SELLER is the sole and exclusive holders and OWNER of all of the issued and outstanding capital stock of the Company, free and clear of all liens, pledges, hypothecations, restrictions or encumbrances, and no other person, firm or corporation has or will have at Closing any interest whatsoever in any of such shares. The sale provided for herein will vest in Purchaser directly, absolute title to the Common Shares, free and clear of any and all encumbrances, liens, restrictions, options, agreements and conditions.
Title to Common Shares. TO BE SOLD; ALL AUTHORIZATIONS OBTAINED. The Selling Stockholder has, and on the First Closing Date and the Second Closing Date (as defined below), as applicable, will have, valid and unencumbered title to all of the Common Shares which may be sold by the Selling Stockholder pursuant to this Agreement on such date and the legal right and power, and all authorizations and approvals required by law and under any trust agreement or other documents to enter into this Agreement, the Custody Agreement and the Power of Attorney, to sell, transfer and deliver all of the Common Shares which may be sold by the Selling Stockholder pursuant to this Agreement and to comply with his other obligations hereunder and thereunder.
Title to Common Shares. 13 4.2 Capacity............................................... 13 4.3 Confirmation of GBT's Representations and Warranties...
