Title to Company Common Stock. Each Seller is, and as of the Closing will be, the record and beneficial owner of the Company Common Stock set forth opposite such Seller’s name on Schedule A, free and clear of all Liens and, in the case of any Seller that is a trust, any claims under such trust by any beneficiary thereunder or any other Person. Upon transfer of the Company Common Stock to Buyer at the Closing in accordance with Article I, Buyer will receive good and marketable title to the Company Common Stock as set forth opposite each Seller’s name on Schedule A, free and clear of all Liens.
Title to Company Common Stock. Such Purchaser (if such Purchaser is contributing Company Common Stock in exchange for some or all of the Shares being issued to such Purchaser hereunder) has good and valid title to the shares of Company Common Stock being contributed to Parent pursuant to Section 1.1, free and clear of all claims, liens and encumbrances.
Title to Company Common Stock. The Shareholders own the Shares, ----------------------------- beneficially and of record, free and clear of any liens, claims, encumbrances, or proprietary interests of any third party, and hold the Shares as "Lalit and Xxxxxxxx Xxxxxx, as Community Property." There is not outstanding any subscription, option, warrant, call, right or other agreement or commitment obligating such Shareholder or the Company to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any shares of Company Capital Stock.
Title to Company Common Stock. The UCI Sole Shareholder is and as of the Closing Date will be the sole legal, beneficial and record owner of all of the issued and outstanding shares of capital stock of UCI.
Title to Company Common Stock. The Shareholder owns good, valid and marketable title to 100% of the issued and outstanding Company Common Stock, free and clear of any and all Liens (including any spousal interests (community or otherwise)) other than Permitted Liens.
Title to Company Common Stock. Except as set forth on Schedule 4.1, such Company Stockholder is and immediately prior to the Effective Time will be the sole legal, beneficial and record owner of the number of shares of Company Common Stock set forth opposite such Company Stockholder's name in the column on Schedule 2.1 entitled "Shares of Company Common Stock." Since the date of issuance or sale of such shares of Company Common Stock to such Company Stockholder, there has been no event, or action taken (or failure to take action) by or against such Company Stockholder, which has resulted or might result in the creation of any Encumbrance on such shares. Such Company Stockholder has and immediately prior to the Effective Time such Company Stockholder will have good, valid and marketable title to such shares of Company Common Stock, free and clear of all Encumbrances, except such restrictions on the transfer of such shares as may be applicable under federal and state securities Laws.
Title to Company Common Stock. Seller is the record and beneficial owner of all of the outstanding shares of Company Common Stock, free and clear of all Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities laws.
Title to Company Common Stock. Except as set forth on SCHEDULE 4.2, each stockholder of the Company, representing and warranting only as to his or its Company Common Stock, owns and has good and merchantable title to the Company Common Stock in his or its name in the records of the Company, free and clear of all Encumbrances or other interests. Notwithstanding any disclosure on SCHEDULE 4.2 hereof, each stockholder of the Company shall be obligated on the Effective Date to have removed any Encumbrances and other interests on his or its Company Common Stock prior to or contemporaneously with the Merger.
Title to Company Common Stock. The number of shares of Company Common Stock owned of record by the Shareholder is set forth on Exhibit A hereto. The Shareholder is the sole beneficial owner of such Stock as set forth on Exhibit A hereto and holds good title to such shares, free and clear of all Encumbrances. Upon the Closing, Buyer will have good and valid title to such shares of Company Common Stock, free and clear of all Encumbrances.
Title to Company Common Stock. Such Company Stockholder is and immediately prior to the Effective Time will be the sole legal, beneficial and record owner of the number of shares of Company Common Stock set forth opposite such Company Stockholder's name in the column on Schedule 2.1 entitled "Shares of Company Common Stock." Such Company Stockholder has and immediately prior to the Effective Time such Company Stockholder will have good, valid and marketable title to such shares of Company Common Stock, free and clear of all Encumbrances, except such restrictions on the transfer of such shares as may be applicable under federal and state securities Laws.
