Title to Company Shares. The Company Shares are duly authorized, validly issued, fully paid and non-assessable and are owned by Shareholders free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Company Shares are subject to no restrictions with respect to transferability to Buyer in accordance with the terms of this Agreement. Upon transfer of the Company Shares by Shareholders, Buyer will, as a result, receive good and marketable title to all of the Company Shares, free and clear of all security interests, liens, encumbrances, charges, assessments, restrictions and adverse claims.
Title to Company Shares. The Seller is the sole legal and beneficial owner of the Company Shares, and upon consummation of the purchase contemplated herein, the Purchaser will acquire from the Seller good and marketable title to the Company Shares, free and clear of all liens, claims, encumbrances or restrictions.
Title to Company Shares. (i) Sellers are the owner, beneficially and of record, of all of the shares of common stock of the Company; (ii) Sellers are the sole shareholders of the Company; (iii) Sellers have good, valid and marketable title to the Company Shares, free and clear of all liens, encumbrances, security interests or claims, whatsoever, with full power and authority to deliver the Company Shares; (iv) upon payment of the Purchase Price and fulfillment by Buyer of its other obligations under this Agreement, Sellers will convey to Buyer good, valid and marketable title to all of the Company Shares, free and clear of all liens, encumbrances, security interests, restrictions or claims whatsoever (other than restrictions on transfer imposed by federal and state securities law); (vi) the Company Shares constitute one hundred percent (100%) of the total issued and outstanding shares of the Company; and (vii) the Company Shares were duly authorized and issued and have been fully paid for.
Title to Company Shares. Each Seller has legal, beneficial, and record title to the Company Shares set forth opposite such Seller's name on Schedule 3.4, free and clear of any and all Liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever (except as set forth in Section 3.3) and are validly issued, fully paid and non-assessable. Seller has or will have at the Closing physical custody of the certificates evidencing all of the Company Shares. At Closing, Buyer will acquire good and defensible title to the Company Shares, free and clear of any and all Liens, restrictions, options, voting trusts, or agreements, proxies, encumbrances, claims or charges of any kind.
Title to Company Shares. Seller is the lawful and equitable owner of all of the shares of Purchased Stock, free and clear of all liens, claims, options, charges and encumbrances. The shares of Purchased Stock constitute all of the authorized, issued and outstanding shares of capital stock of the Company.
Title to Company Shares. As of the date hereof, each Shareholder Party is the record and beneficial owner of the number of Company Shares set forth opposite the name of such Shareholder Party (under the caption "Company Shares") on Exhibit C. The Company Shares set forth opposite the name of each Shareholder Party (under the caption "Company Shares") on Exhibit C are the only Company Shares owned by such Shareholder Party. Such Company Shares are owned by the Shareholder Parties free and clear of all Encumbrances, except for those provided for under the express terms of this Agreement, the Voting Agreement and the Stock Purchase Agreement.
Title to Company Shares. OASIS is and as of the Closing Date will be the sole legal, beneficial and record owner of the Company Shares, which consist and will consist of one thousand (1,000) shares of Company Common Stock. OASIS has and as of the Closing Date will have good, valid and marketable title to the Company Shares, 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, with full right and lawful authority to contribute the Company Shares to the LLC pursuant to this Agreement. Immediately following the Closing Date, the LLC will acquire good, valid and marketable title thereto, 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 Shares. Seller is the record and beneficial owner of the Company Shares and is in possession of the certificate(s) evidencing such ownership. The Company Shares to be delivered by Seller to Purchaser pursuant to this Agreement will be, when delivered, duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of New Hampshire or otherwise.
Title to Company Shares. Stockholder (a) owns, free and clear of any Lien (other than (i) Liens that are or may be imposed pursuant to this Agreement, and (ii) 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 such Stockholder’s name on Exhibit A to this Agreement, and (b) except as set forth in Exhibit A hereto, does not hold or have any ownership interest in any other Company Shares or any performance based stock awards, restricted stock, options (including any granted pursuant to any Company Equity Plan) or warrants to acquire Company Shares, or other rights or securities convertible into or exercisable or exchangeable for Company Shares.
Title to Company Shares. Such Seller (a) is the sole record and beneficial owner of, the Company Shares set forth opposite such Seller’s name on Schedule 3.3.3(a); (b) except as set forth in the Investment Agreements, is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of such Company Shares; (c) except as set forth in the Investment Agreements, is not a party to any option, warrant, purchase right or other Contract that could require such Seller to sell, transfer or otherwise dispose of any of such Seller’s Company Shares (other than this Agreement); (d) has full power, right and authority, and any approval required by Applicable Laws, to make and enter into this Agreement; and (e) has good, valid and marketable title to such Seller’s Company Shares set forth opposite such Seller’s name on Schedule 3.3.3(a), free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, and, assuming that the other Seller’s party to this Agreement have good and marketable title to such Seller’s Company Shares set forth opposite such Seller’s name on Schedule 3.3.3(a), free and clear of all Encumbrances, the Parent will acquire good and marketable title to 100% of the capital stock of the Company, free and clear of all Encumbrances. Such Seller has consented to the Merger in accordance with Section 228 of Delaware Law and/or by conduct by tendering such Seller’s Company Shares and thereby forfeits all of such Seller’s appraisal rights in respect of the Merger under Section 262 of Delaware Law.
