Common use of Title to Equity Interests Clause in Contracts

Title to Equity Interests. Each Stockholder owns the equity interests shown next to such Stockholder's name on Schedule 4.2 (collectively, "Equity Interests"), free and clear of any liens, pledges, charges, claims, security interests, rights of first offer or rights of first refusal or other encumbrances other than the rights and obligations arising under this Agreement, and none of the Equity Interests are subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Equity Interests are subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws or the partnership agreement of JQH LP. At Closing, each Stockholder will have full power and authority to convey good and marketable title to the Equity Interests, free and clear of any liens, security interests, rights of first offer or rights of first refusal or other encumbrances. The Equity Interests constitute all of the equity interests of JQH Inc. and JQH LP (including, without limitation, capital stock and partnership interests and options, appreciation rights, warrants or other rights, contracts, arrangements or commitments of any character (collectively "Options") relating to the capital stock or partnership interests of JQH Inc. and JQH LP, respectively, or obligating either of JQH Inc. or JQH LP to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, JQH Inc. or JQH LP) owned, directly or indirectly, by the Stockholders. Schedule 4.2 also sets forth the number and exercise price of all Options owned, directly or indirectly, by the Stockholders.

Title to Equity Interests. Each As of the date hereof, each Stockholder owns the equity interests shown next to such Stockholder's name on Schedule 4.2 (collectively, "Equity Interests"), free and clear of any liens, pledges, charges, claims, security interests, rights of first offer or rights of first refusal or other encumbrances other than the rights and obligations arising under this Agreement, and none of the Equity Interests are subject to any outstanding option, warrant, call, or similar right of any other Person to acquire the same, and none of the Equity Interests are subject to any restriction on transfer thereof except for restrictions imposed by applicable federal and state securities laws or the partnership agreement of JQH LP. At Closing, assuming receipt of any consent required under the JQH LP partnership agreement, each Stockholder will have full power and authority to convey good and marketable title to the Equity Interests, free and clear of any liens, security interests, rights of first offer or rights of first refusal or other encumbrances. The Equity Interests constitute all of the equity interests of JQH Inc. and JQH LP (including, without limitation, capital stock and partnership interests and options, appreciation rights, warrants or other rights, contracts, arrangements or commitments of any character (collectively "Options") relating to the capital stock or partnership interests of JQH Inc. and JQH LP, respectively, or obligating either of JQH Inc. or JQH LP to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, JQH Inc. or JQH LP) owned, directly or indirectly, by the Stockholders. Schedule 4.2 also sets forth the number and exercise price of all Options owned, directly or indirectly, by the Stockholders.