Title to Company Shares. The Company Shares are duly authorized, validly issued, fully paid and nonassessable 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. (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. 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. 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. The Shares are duly authorized, validly issued, fully paid and nonassessable.
Title to Company Shares. Such Selling Shareholder has good and valid title to, and is the sole lawful owner, beneficially and of record, of all of the Companies Shares set forth opposite the name of such Selling Shareholder in Exhibit C or Exhibit D, as applicable, which constitute the entire issued and outstanding Companies Shares held by such Selling Shareholder, free and clear of any and all Liens. The Selling Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in this Agreement, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the foregoing Companies Shares. At the respective Closing, such Selling Shareholder shall convey to Purchaser, and Purchaser shall acquire, good and marketable title to the respective Companies Shares referred to above, free and clear of any Liens and from any agreement, obligation or commitments to create, grant, give or permit to subsist any Liens, except for such Liens created by the Purchaser or under the respective Charter Documents or Applicable Law. The Selling Shareholder has not sold, pledged or otherwise transferred (whether by operation of law or otherwise, including, without limitation, transfers pursuant to any decree of divorce or separate maintenance, any property settlement, any separation agreement or any other agreement with a spouse) any interests in the respective Companies Shares to any Person. The respective Companies Shares constitute all of the shares or other securities of the respective Company over which any voting or dispositive power is held by the Selling Shareholder and the Selling Shareholder does not own, beneficially or otherwise, directly or indirectly, any other share capital of, or other securities, equity or ownership interest in the Company (including, without limitation, (i) any outstanding Options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other securities of such Company, or (ii) outstanding stock appreciation rights, phantom stock or similar rights). The respective Companies Shares referred to above are not subject to any shareholders agreement, voting agreements, proxies, trusts or other agreement or understandings relating to the voting or disposition thereof, which would continue to be binding upon the Purchaser after the respective Closing. Any proxies heretofore given in respect of the respective Companies Shares are not irrevoc...
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. 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. 购买公司股份应获得的权利：所有已发行股份皆经授权且有效。所有股权交易都已结算，且无追加出资义务。根据本协议，公司出售股权给买方不受限制，买方在交易完成后，将得到良好的可销证券，且无任何追加出资义务。
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.
