Title to Purchased Stock. Each Seller owns good, valid and marketable title to the Purchased Stock set forth as owned by such Seller on Annex I hereto, free and clear of all Liens, claims and encumbrances of any person or entity whatsoever (other than Liens under the Securities Act and state securities Laws). The Purchased Stock, together with the Rollover Interests, constitute all of the issued and outstanding equity interests of the Company. None of the Sellers is a party to any option, warrant, purchase right, or other contract that would require such Seller to sell, transfer, or otherwise dispose of such Purchased Stock, other than this Agreement. Upon Buyer’s payment of the Purchase Price in accordance with Section 1.2, Buyer will own good and valid title to the Purchased Stock, free and clear of all Liens (other than Liens under the Securities Act and state securities Laws).
Title to Purchased Stock. Seller has, and at the Closing Seller will convey and transfer to Buyer, good, complete and marketable title to all of the Purchased Stock, free and clear of all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests. There are no outstanding options or warrants to purchase, nor any securities convertible or exercisable into, shares of capital stock of Subsidiary, nor are there any agreements, commitments or understandings, oral or written, providing for the grant of, subscriptions, options or other rights to purchase or
Title to Purchased Stock. The Selling Shareholder has good and valid title to the shares of Purchased Stock, free and clear of all Encumbrances. Other than this Agreement, such shares of Purchased Stock are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right, voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such shares of Purchased Stock. Other than the Purchased Stock, the Selling Shareholder does not have any other equity interests or rights to acquire equity interests in the Company.
Title to Purchased Stock. DRBG owns all right, title and interest (legal and beneficial) in and to the Purchased Stock, free and clear of all Liens. Upon delivery of the Purchased Stock to Natur, and payment of the Stock Purchase Price to DRBG, Natur will acquire good and valid title to such Purchased Stock, free and clear of all Liens, and any Liens created by Natur after the Closing.
Title to Purchased Stock. Each Seller holds of record and owns beneficially the number of shares of Purchased Stock set forth next to his, hers or its name under Section 5.4 of the Disclosure Schedule, free and clear of any restrictions on transfer, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. No Seller is a party to any option, warrant, purchase right, or other contract or commitment that could require such Seller to sell, transfer, or otherwise dispose of any capital stock of BVI Sub (other than this Agreement). No Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the BVI Sub
Title to Purchased Stock. Seller represents and warrants that: At the Closing, the Seller shall be the sole owner of the Purchased Stock and shall own the Purchased Stock beneficially and of record, free and clear of any Encumbrance. As of the Closing, the Purchased Stock will constitute all of the issued and outstanding Equity Securities of the Company. As of the Closing Date, the authorized capital stock of the Company will consist of 3,000 shares of Voting Common Stock, $1.00 par value, of which 1,000 shares will be issued and outstanding. As of the Closing, there will be no outstanding Contracts or other rights to subscribe for or purchase, or Contracts or other obligations to issue or grant any rights to acquire, any Equity Securities of Company, or to restructure or recapitalize Company. As of the Closing, there will be no outstanding Contracts of Company to repurchase, redeem or otherwise acquire any Equity Securities of the Company. All Equity Securities of Company are duly authorized, validly issued and are fully paid and nonassessable and issued in accordance with all applicable federal and state securities laws. As of the Closing, there will be no preemptive rights in respect of any Equity Securities of Company. Any Equity Securities of Company which were issued and reacquired by the Company were so acquired (and, if reissued, so reissued) in compliance with all applicable Laws, and Company has no outstanding obligation or liability with respect thereto. Other than as contemplated by this Agreement and, except for the Penn Agreement, the Seller and Penn are not parties to, or bound by, voting trusts, stockholder agreements, proxies or other agreements and understandings in effect with respect to the voting or the transfer of the Purchased Stock. At the Closing, Buyer will acquire good and marketable title to and complete ownership of such Purchased Stock to be sold hereunder, free of any Encumbrance.
Title to Purchased Stock. Seller has good and marketable title to the Purchased Stock, free and clear of all encumbrances.
Title to Purchased Stock. Such Seller is the record and beneficial owner and owns good, valid and marketable title to the number of shares of Purchased Stock listed under its name on Exhibit A attached hereto, free and clear of any and all Liens. Upon Buyer’s payment of the Purchase Price, Buyer will own good, valid and marketable title to the Purchased Stock, free and clear of any and all Liens, and good, valid and marketable title to the Purchased Stock, free and clear of any and all Liens, will pass to Buyer. Other than this Agreement, the Purchased Stock is not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Purchased Stock.
Title to Purchased Stock. (a) As of the date hereof, Sellers have good, valid and marketable title to the Purchased Stock, all of which stock is free and clear of all liens, claims, options, charges, encumbrances, equities, proxies or voting or other agreements or transfer restrictions whatsoever. Upon the transfer and delivery of the Purchased Stock in accordance with this Agreement, Purchaser will acquire, good, valid and marketable title to all of the issued and outstanding shares of the Purchased Stock, free and clear of all liens, claims, options, charges, encumbrances, equities, proxies or voting or other agreements whatsoever.
Title to Purchased Stock. Seller is the sole record and beneficial owner of the Purchased Stock, free and clear of all Encumbrances (except as set forth in Schedule 4.2(b) and for restrictions on transfer imposed by applicable securities laws). The delivery to Buyer of Seller’s Purchased Stock pursuant to this Agreement will transfer and convey good, legal, and marketable title thereto to Buyer, free and clear of all Encumbrances (except for restrictions on transfer imposed by applicable securities laws). Except for this Agreement and as set forth in Schedule 4.2(b), there are no agreements, arrangements, warrants, options, puts, rights or other commitments, plans or understandings of any character assigned or granted by Seller or to which Seller is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the Purchased Stock.
