Common use of Title to Option Shares Clause in Contracts

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.