Title to Exchange Shares Sample Clauses

Title to Exchange Shares. Shareholder has good and marketable title to, and is the legal and beneficial owner of, the Exchange Shares to be exchanged by such Shareholder under this Agreement, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, subject to satisfaction of the conditions set forth herein. Shareholder agrees not to sell or transfer, or create or subject to any encumbrance, pledge, lien or mortgage, any interest in the Exchange Shares. Shareholder hereby confirms that, as of the Closing, Shareholder has no interest in or rights to securities of PC that are not being exchanged into securities of the Company, and all of Shareholder’s interests in and rights to securities of PC have been so exchanged or extinguished.
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Title to Exchange Shares. Upon issuance in accordance with the terms hereof, the Holder will have or receive good title to the Exchange Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Exchange Shares may be subject which have been notified to the Holder in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Holder.
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Title to Exchange Shares. Such Holder has good and valid title to such Holder’s Old Shares, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto, except for any restrictions on transfer under the Securities Act or other applicable securities laws. Such Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of such Holder’s Old Shares or its rights in such Holder’s Old Shares, or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Holder’s Old Shares which would limit such Holder’s ability to fulfill its obligations hereunder.
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Title to Exchange Shares. The Investor will own any Exchange Shares exchanged pursuant to this Agreement free and clear of all liens, encumbrances, security interests and adverse claims and will convey the Exchange Shares to Security Capital on the Closing Date free and clear of all liens, encumbrances, security interests and adverse claims.
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Title to Exchange Shares. Except as disclosed to the Purchaser in writing by such Stockholder, such Stockholder is the sole record and beneficial owner of the Exchange Shares, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind (collectively, "Encumbrances"), except for Encumbrances arising pursuant to or referred to in this Agreement.
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Title to Exchange Shares. The Stockholders are the lawful owners of, and have good and valid record and marketable title to, all of the Exchange Shares and the Stockholders have the full right to sell, convey, transfer, assign and deliver the Exchange Shares without the need to obtain the consent or approval of any third party. The Exchange Shares are entirely free and clear of any security interests, liens, claims, charges, options, mortgages, debts, conditional sales agreements, encumbrances of any kind, and material defects as to title.
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Title to Exchange Shares. The Stockholder has good and marketable title to, and is the legal owner of, the Exchange Shares to be exchanged by the Stockholder under this Agreement, free and clear of all pledges, liens, security interests and encumbrances. The Stockholder agrees not to sell or transfer, or create or subject to any encumbrance, pledge, lien or mortgage, any interest in the Exchange Shares prior to the Closing. The Stockholder hereby confirms that, after giving effect to the Closing, the Stockholder will have no interest in or rights to any securities of Subsidiary that are not being exchanged into securities of the Successor in accordance with the terms of this Agreement, and all of the Stockholder’s interests in and rights to securities of Subsidiary will be so exchanged or extinguished at the Closing in accordance with the terms of this Agreement.
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Title to Exchange Shares. The Stockholder is the sole beneficial owner of and, at the Closing, will be the sole legal and beneficial owner of the Exchange Shares. The Stockholder has good, valid and marketable title to the Exchange Shares, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto created by the Stockholder, other than pledges or security interests that the Stockholder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, which will be terminated in connection with Closing. The Stockholder has not, in whole or in part (except as described in the preceding sentence), (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Exchange Shares or its rights in the Exchange Shares, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Exchange Shares.
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Title to Exchange Shares. The Investor is the sole legal and beneficial owner of the Exchange Shares set forth opposite such Investor’s name on Exhibit A hereto. The Investor has good and valid title to its Exchange Shares, free and clear of any Liens, other than restrictions on transfer under applicable securities laws. The Investor has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged, syndicated, endorsed or otherwise disposed of any of its Exchange Shares or any of its rights in any of its Exchange Shares, or (b) given any person or entity any transfer order, power of attorney, endorsement or other authority of any nature whatsoever with respect to its Exchange Shares. Upon the Investor’s delivery of its Exchange Shares to the Company pursuant to the Exchange, the Exchange Shares shall be free and clear of all Liens created by the Investor, other than restrictions on transfer under applicable securities laws.
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Related to Title to Exchange Shares

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

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