Title to Common Stock. Masco is the record holder and sole beneficial owner of the Repurchased Stock and Warrants being sold pursuant to this Agreement and such Repurchased Stock and Warrants are free and clear of any Encumbrances.
Title to Common Stock. The Company has full power and authority to convey free and clear of all liens, encumbrances, equities, restrictions, claims and obligations of every kind, all of the shares of the Common Stock contemplated to be issued pursuant to the Registration Statement and, upon delivery of and payment for such Common Stock as herein provided, all subscribers therefor will acquire good and marketable title thereto, free and clear of all liens, encumbrances, equities, restrictions, claims and obligations of every kind.
Title to Common Stock. Each of the Existing Shareholders represent to each other party as follows: As of the date hereof, such Existing Shareholder is the beneficial owner of the shares of Common Stock (including convertible securities, warrants and options convertible into shares of Common Stock) set forth opposite such Existing Shareholder’s name on Exhibit A attached hereto, such shares of Common Stock are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Existing Shareholder’s voting rights, charges and other encumbrances, of any nature whatsoever, and such Existing Shareholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to such Common Stock owned by such Existing Shareholder.
Title to Common Stock. Following the consummation of the Pre-Closing Restructuring and immediately prior to the Contribution and Exchange, the Cision Owner will be the sole lawful record and beneficial owner of the Company Shares and shall have title to the Company Shares free and clear of all Liens other than applicable federal and state securities law restrictions. Other than this Agreement, such Company Shares are not subject to any voting trust agreement or any other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Company Shares.
Title to Common Stock. The Exchanging Member possesses good and marketable title to the Common Stock to be exchanged and has full right to transfer the same as contemplated herein. Such shares of Common Stock are delivered free and clear of any and all Liens.
Title to Common Stock. Each of the entities in the Group is the Beneficial Owner of the Common Stock of Cedar as set forth herein and holds the voting rights disclosed on its Schedule 13D with respect thereto. Other than as set forth in Article 1 hereof, the Group does not Beneficially Own any other Common Stock. To the best of the knowledge of the Group, no other person has any voting rights with respect to the Common Stock owned by the Group. In addition, to the best of the knowledge of the Group the Common Stock held by the Group is free and clear of any liens and encumbrances.
Title to Common Stock. As of immediately prior to the Closing, the Selling Stockholders hold the Common Stock, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than pursuant to this Agreement.
Title to Common Stock. Manoogian is the record holdex xxx xxxe beneficial owner of the Repurchased Stock being sold pursuant to this Agreement and such Repurchased Stock will be delivered free and clear of any Encumbrances.
Title to Common Stock. The Seller is the record owner of the Common Stock and owns such Common Stock beneficially, free and clear of any liens, claims, rights, pledges, charges, third party rights, security interests, restrictions or other encumbrances (other than any of the foregoing that are identified on Schedule 5(d) hereto, all of which will be released prior to the Closing and restrictions arising under applicable securities laws) and at the Closing will have the absolute and unrestricted right, power, authority and capacity to sell, assign and transfer the Common Stock to the Purchasers.
Title to Common Stock. Seller(s) has good and valid title to the common stock, free and clear of all Liens other than Permitted Liens. Upon Seller(s)’s receipt of the Purchase Price, good and valid title to the common stock will pass to Purchaser, free and clear of all Liens, other than those arising from acts of Purchaser and other than Permitted Liens. No Conflicts; Consents.
