Title to Purchased Equity Sample Clauses

Title to Purchased Equity. At the Closing, the Buyer will acquire good, valid and marketable title to the VPVP Equity (in the case of VPVP) or the VPCTP Equity (in the case of VPCTP) free and clear of any Encumbrances, other than Encumbrances created by the Buyer. The Purchased Equity are validly issued, fully paid and nonassessable. The Purchased Equity constitutes all of the issued and outstanding Series H Preferred Stock and warrants to purchase Common Stock held by such Seller. There are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements, obligations or commitments of such Seller of any kind relating to the Purchased Equity. There are no agreements or understandings in effect with respect to the voting or transfer of any of the Purchased Equity. Such Seller has not exercised the VPVP Warrant (in the case of VPVP) or the VPCTP Warrant (in the case of VPCTP) and such Seller has not transferred, pledged or assigned the VPVP Warrant (in the case of VPVP) or the VPCTP Warrant (in the case of VPCTP) or entered into any agreement or commitment with respect thereto.
Sample 1
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Title to Purchased Equity. Tac II is the sole and exclusive owner, beneficially and of record, of the Interests. The Quotas are owned beneficially and of record as follows: 56,851,352 by Xxx XX, one by TAC, 83,626,005 by LatAm and 995 by Investments. Other than the Purchased Equity, no Seller holds any Capital Stock of either Company, and no other Capital Stock of either Company is issued and outstanding. Each Seller has title to the Purchased Equity owned by it, free and clear of all Liens other than Liens that will be released at Closing. There is no corporate resolution pending implementation that would alter the Capital Stock of either Company. Upon transfer to Packfilm of the Interests and to Film Trading of the Quotas at Closing held by the applicable Seller, title to such Purchased Equity will pass to the applicable Buyer, free and clear of any Liens, subject, in the case of the Quotas, to the timely registration of the Brazil Transfer Document with the competent commercial registry. The sale and transfer of the Purchased Equity by Sellers as contemplated by this Agreement are not subject to any preemptive right, right of first refusal, option, warrant, purchase right, restriction or other Contract and all provisions of bylaws, agreements and applicable Laws that may affect the free transferability of the Shares have been complied with in all material respects since October 24, 2011 (other than any such right or restriction held by the applicable Company itself).
Sample 1
Title to Purchased Equity. The Seller is the sole and exclusive record holder and beneficial owner of, has good and marketable title to, and the exclusive authority to sell the Purchased Equity owned by the Seller. Upon the execution of this Agreement, the Seller’s entire right, title and interest in and to the Purchased Equity of the Seller shall be conveyed to the Purchaser as set forth herein.
Sample 1
Title to Purchased Equity. The Sellers are the record, beneficial, and lawful record owners of the Purchased Equity, as set forth on Schedule 3.2, and have good, valid and marketable title to the applicable Purchased Equity, free and clear of any and all Liens (excluding those restraints on the transferability of shares arising from those agreements currently existing among the Emerald Shareholders and CTS members, which restraints will be duly waived). There are no Contracts between any Seller and any other Person with respect to the acquisition, disposition or voting of, or any other matters pertaining to, any of Purchased Equity, or any other equity interests of the Companies. Each Seller has the power, capacity, and authority to sell, transfer, assign, exchange and deliver the applicable Purchased Equity, as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Purchased Equity free and clear of any and all Liens and restrictions other than restrictions of general applicability imposed by federal or state securities Laws.
Sample 1
Title to Purchased Equity. Upon consummation of the transactions contemplated hereby, Purchaser will have acquired good and marketable title in and to the Purchased Equity free and clear of any Liens.
Sample 1

Related to Title to Purchased Equity

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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 Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

  • Good Title to Properties The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Real Property; Title to Assets (a) The Company does not own any real property.

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