Title to Purchase Shares. 23 3.3 Authorization.................................................23 3.4 Enforceability................................................23 ARTICLE 4
Title to Purchase Shares. Upon delivery of the Purchase Shares being sold by such Primary Shareholder to Purchaser hereunder and payment and delivery to such Primary Shareholder of the consideration specified herein, Purchaser will acquire valid title thereto, free and clear of any lien, pledge, charge, adverse claim, security interest, encumbrance (including any imposed by law in any jurisdiction), title retention agreement, option or right to purchase of any kind, other than (a) any restrictions imposed by applicable securities laws, (b) any liens, pledges, charges, adverse claims, security interests, encumbrances, title retention agreements, options, equities or rights to purchase created by or through Purchaser or any of Purchaser's affiliates.
Title to Purchase Shares. The Seller is the sole owner of the Purchased Shares, and the Purchase Shares are held by the Seller free and clear of any Liens. Upon the Closing and the payment of the Purchase Price to the Seller in accordance with the provisions of this Agreement, the Purchaser shall acquire good and marketable title to all Purchased Shares free and clear of any Liens.
Title to Purchase Shares. The Seller is the sole record and beneficial owner of the Purchase Shares to be sold by the Seller to Telstra and the Company at the Closing, free and clear of any mortgage, pledge, lien, encumbrance, security interest or charge of any kind, rights of first refusal, conditional sales or other title retention agreements, covenants, conditions or other similar restrictions or other encumbrances of any nature whatsoever (except for any restrictions on transfer under applicable laws), other than those imposed by the Shareholders Agreement or as contemplated hereby.
Title to Purchase Shares. Each Seller has good and valid title to the Purchase Shares owned by such Seller as set forth on the Seller Disclosure Schedule, free and clear of all Liens. At the Closing, each Seller will transfer legal and beneficial, good and valid title to each of the Purchase Shares, free and clear of all Liens. No Seller is currently bound by any contract, agreement, arrangement, commitment or understanding (written or oral) with, and has not granted any option or right currently in effect or which would arise after the date hereof to, any Person other than Purchaser with respect to the acquisition of any of such Seller's Purchase Shares.
Title to Purchase Shares. 4 3.4 Governmental Authorization; Third Party Consents.......4 3.5
Title to Purchase Shares. Such Selling Stockholder owns beneficially and of record the Shares and has good, valid and marketable title to the Shares, free and clear of all Liens. Such Selling Stockholder has the unrestricted power and authority to transfer the Shares to the Purchaser. Upon delivery by such Selling Stockholder to the Purchaser of the stock certificates representing the Shares and payment therefor, the Purchaser shall acquire good, valid and marketable title to the Shares, free and clear of all Liens.
Title to Purchase Shares. The Seller has good and valid title to the Remaining Preferred Units to be sold at the Closing Date by the Seller hereunder, free and clear of all liens, encumbrances and other restrictions; the Seller will have, immediately prior to the Closing Date, good and valid title to the Remaining Preferred Units to be sold at the Closing Date by the Seller, free and clear of all liens, encumbrances and other restrictions; and, upon delivery of the Remaining Preferred Units and payment therefor pursuant hereto, good and valid title to such Remaining Preferred Units, free and clear of all liens, encumbrances and other restrictions, will pass to the Buyer.
Title to Purchase Shares. 8 2.4 [Intentionally Omitted]............................................8 2.5
Title to Purchase Shares. Each Seller has (or upon exercise of its conversion rights under a Convertible Note will have) good and valid title to the Purchase Shares owned (or upon conversion of Convertible Notes to be owned) by such Seller as set forth on the Seller Disclosure Schedule, free and clear of all Liens, other than as set forth in the Seller Disclosure Schedule. Upon completion of the transactions contemplated by this Agreement and the Related Agreements, Purchaser will have legal and beneficial, good and valid title to each of the Purchase Shares owned by such Seller, free and clear of all Liens, other than as set forth in the Seller Disclosure Schedule. No Seller is bound by any contract, agreement, arrangement, commitment or understanding (written or oral) with, and has not granted any option or right currently in effect or which would arise after the date hereof to, any Person other than Purchaser with respect to the acquisition of any of such Seller's Purchase Shares.
