Title to Option Shares Sample Clauses

Title to Option Shares. The Grantor is the owner of all Option Shares and owns the Option Shares free from all taxes, liens, claims, encumbrances, charges, security interests, pledges, escrows, lock-up arrangements and other restrictions on transfer (except for restrictions or limitations on transfer imposed by applicable federal or state securities laws) (“Claims”). The Grantor has good and valid title to, the Option Shares. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which the Grantor is bound relating to its sale or transfer of any of the Option Shares, and, other than this Agreement, none the Option Shares are subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of the Grantor to sell or transfer any of the Option Shares, except for restrictions or limitations on transfer imposed by applicable federal or state securities laws. Delivery to a Purchaser of the Option Shares pursuant to the terms of this Agreement will (i) pass to such Purchaser good and marketable title to such Option Shares, free and clear of all Claims (other than Claims created by such Purchaser), and (ii) convey to such Purchaser, free and clear of all Claims (other than Claims created by such Purchaser), any and all rights and benefits incident to the ownership of such Option Shares.
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Title to Option Shares. Following the exercise of the JAR Option in accordance with its terms, the Seller and its Subsidiaries will own in the aggregate beneficially and of record, and will have the power and authority to convey, free and clear of any Lien, the Option Shares, and, upon delivery of and payment on the Closing Date for the Option Shares as herein provided, the Seller will convey to the Buyer good and valid title to such Option Shares, free and clear of any Lien.
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Title to Option Shares. The Company covenants and agrees that all Option Shares which are transferred upon the exercise of this Option will, upon such transfer, be validly issued, fully paid, and nonassessable, not subject to any preemptive rights, and free from all taxes, liens, security interests, charges, and other encumbrances. 4.
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Title to Option Shares. Xxxxxx represents that he (i) owns ---------------------- beneficially and of record the Option Shares and has good and valid title to the Option Shares, free and clear of all Liens and (ii) has unrestricted power and authority to transfer the Option Shares to Loeb and the Loeb Affiliates. Upon delivery of the stock certificates representing the Option Shares and payment therefor, Loeb and each Loeb Affiliate shall acquire good and valid title to the Option Shares, free and clear of all Liens.
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Title to Option Shares. The Selling Stockholder has good and valid title to the Option Shares (or security entitlements in respect thereto) to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; and the Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title (or security entitlements in respect thereto) to the Option Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and upon payment for the Option Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Option Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Option Shares in the name of Cede or such other nominee and the crediting of such Option Shares on the books of DTC to securities accounts of the Underwriters (assuming that none of either DTC, Cede (or other such nominee) nor the Underwriters has notice of any adverse claim (as defined in Section 8-105 of the New York Uniform Commercial Code (“UCC”)) with respect to such Option Shares, (1) DTC shall be a “protected purchaser” of such Option Shares (as defined in Section 8-302 of the UCC) of such Option Shares, (2) the Underwriters will acquire a valid “security entitlement” (as defined in Section 8-102(a)(17) of the UCC and as used in Section 8-501(b) of the UCC) to the Option Shares and (3) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC and as used in Section 8-502 of the UCC) may be asserted against the Underwriters with respect to such security entitlement (assuming that the Underwriters are without notice of such adverse claim).
Sample 1
Title to Option Shares. Vicis has good and marketable title to the Option Shares free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws. Vicis has full and unrestricted legal right, power and authority to sell, assign and transfer such Option Shares to the Optionee without obtaining the consent or approval of any other person or governmental authority.
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Title to Option Shares. Except as set forth in Section 4(e) of Schedule 2 hereto, such Grantor has good, valid and marketable title to the Option Shares set forth opposite such Grantor's name on Schedule 1 hereto, free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any nature, and upon exercise of the Option in accordance with the terms of this Agreement, Grantee will acquire good, valid and marketable title to such Option Shares, free and clear of all security interests, liens, claims, pledges, charges or other encumbrances of any nature.
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Title to Option Shares. Vicis has, and at all times this Option remains outstanding shall have, good and marketable title to the Option Shares free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws. Vicis has, and at all times this Option remains outstanding shall have, full and unrestricted legal right, power and authority to sell, assign and transfer the Option Shares to the Optionee without obtaining the consent or approval of any other person or governmental authority. Vicis has, and at all times this Option remains outstanding shall have, the power to vote all of the Option Shares and no proxies have been given in respect of any or all of the Option Shares.
Sample 1
Title to Option Shares. The Option Holder is the legal and beneficial owner of the Option Shares, and the Option Holder has good and marketable title to such Option Shares, free and clear of all Encumbrances, and upon transfer to the Identified Holder of the certificates representing such Option Shares, the Identified Holder will receive good and marketable title to such Option Shares, free and clear of all Encumbrances. Except the Existing Target SHA and Charter Documents of the Target, the Option Holder is not a party to (a) any option, warrant, purchase right or other contract or commitment (other than this Agreement and the SPA) that could require the Option Holder to sell, transfer or otherwise dispose of any Shares of the Target or (b) any voting trust, proxy, or other agreement or understanding with respect to the voting of any Shares of the Target. At the Put Closing Date, the Option Holder shall sell, transfer and convey the Put Shares owned by the Option Holder to the Identified Holder free and clear of all Encumbrances in accordance with this Agreement. Other than the Option Shares, the Option Holder does not own any other equity interests of the Target, securities, instruments or rights convertible into equity interests of the Target or options, warrants or other rights to acquire equity interests of the Target.
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Related to Title to Option Shares

  • 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 Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • 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.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • 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.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • 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.

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