Title to Equity Securities Sample Clauses
The "Title to Equity Securities" clause establishes that the seller has clear and valid ownership of the equity securities being transferred in a transaction. It typically requires the seller to confirm that the securities are free from liens, encumbrances, or claims by third parties, and that the seller has the authority to transfer them to the buyer. This clause ensures that the buyer receives unencumbered and legitimate ownership of the securities, thereby reducing the risk of future disputes over title or ownership rights.
Title to Equity Securities. As of the date hereof, Stockholder is the record and beneficial owner of the number of Securities set forth on Stockholder’s signature page hereto. Such Securities, are on the date hereof and will be at all times through the Closing Date (as defined in the Definitive Agreement) owned free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever other than pursuant to this Agreement, except as disclosed to Purchaser prior to the execution and delivery of this Agreement in writing. Stockholder has not appointed or granted any proxy, which appointment or grant is still in effect, with respect to such Securities.
Title to Equity Securities. The Equity Securities have been duly authorized, validly issued in compliance with all applicable securities Laws or exemptions therefrom and are fully paid and non-assessable. Seller has good, valid and marketable title to all of the Equity Securities free and clear of all Encumbrances other than (a) those arising under applicable securities Laws and (b) Encumbrances existing in connection with Indebtedness of the Company which Encumbrances will be released at Closing.
Title to Equity Securities. As of the date hereof, Stockholder is the record and beneficial owner of the number of Voting Securities set forth on Stockholder’s signature page hereto or has entered into a Subscription Agreement to purchase such securities from the Company and such Voting Securities are, or will be as of the Consummation of the Financing and the Acquisition (the “Effective Date”), as applicable, all of the Voting Securities owned, either of record or beneficially, by Stockholder. Such Voting Securities, are and will be on the Effective Date owned free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever other than pursuant to this Agreement, except as disclosed to the Company prior to the execution and delivery of this Agreement in writing. Stockholder has not appointed or granted any proxy, which appointment or grant is still in effect, with respect to such Voting Securities.
Title to Equity Securities. (a) Each BMP Seller (i) owns and holds, beneficially and of record, the BMP Securities set forth beside such BMP Seller’s name on Schedule 4.5(a), (ii) has sole and exclusive right, title and interest in, and good, valid and marketable title to, such BMP Securities, free and clear of any Liens or any other restrictions, voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims, (iii) has not granted or acknowledged to any Person any rights with respect to any BMP Securities and (iv) has sole voting power and power of disposition or conversion of such BMP Securities and sole power to agree to and issue instructions with respect to the matters set forth in this Agreement and any Ancillary Agreement to which such BMP Seller is a party or to which such BMP Seller is subject. The BMP Securities (i) constitute all of the issued and outstanding Equity Securities of BMP, (ii) are owned or controlled, directly or indirectly, by the BMP Sellers, (iii) are not subject to any Liabilities, Contracts or other rights or obligations of any kind that would entitle or require either BMP Seller or any other Person (contingent or otherwise), to issue, transfer, sell, repurchase, retire, redeem or otherwise acquire or dispose of, directly or indirectly, any such BMP Securities. There are no registration rights, voting trusts, proxies, rights plans, antitakeover plans or any other Contracts to which such BMP Seller or any of its Affiliates is a party or by which any of them are subject with respect to any BMP Securities.
(b) Each Simon Seller (i) owns and holds, beneficially and of record, the Simon Securities set forth beside such Simon Seller’s name on Schedule 4.5(b), (ii) has sole and exclusive right, title and interest in, and good, valid and marketable title to, such Equity Securities of Simon, free and clear of any Liens or any other restrictions, voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims, (iii) has not granted or acknowledged to any Person any rights with respect to such Simon Equity Securities and (iv) has sole voting power and power of disposition or conversion of such Simon Equity Securities and sole power to agree to and issue instructions with respect to the matters set forth in this Agreement and any Ancillary Agreement to which such Simon Seller is a party or to which such Simon Seller is subject. The Simon Securities (i) constitute all of the issued and outstanding Equity Securitie...
Title to Equity Securities. As of the date hereof, Stockholder is the record and beneficial owner of the number of Securities set forth on Stockholder’s signature page hereto. Such Securities, are and will be on the Effective Date (as defined in the Merger Agreement) owned free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges or other encumbrances of any nature whatsoever other than pursuant to this Agreement, except as disclosed to SunFuels prior to the execution and delivery of this Agreement in writing. Stockholder has not appointed or granted any proxy, which appointment or grant is still in effect, with respect to such Securities.