Title to Repurchase Shares. Such Seller has good and valid title to the Repurchase Shares to be sold at the Closing Date by such Seller hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Seller will have, immediately prior to the Closing Date, good and valid title to the Repurchase Shares to be sold at the Closing Date by such Seller, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Repurchase Shares and payment therefor pursuant hereto, good and valid title to such Repurchase Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Companies.
Title to Repurchase Shares. The Selling Stockholder has good and valid title to the Repurchase Shares to be sold at the Closing Date by the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims. The Selling Stockholder will have, immediately prior to the Closing, good and valid title to the Repurchase Shares to be sold at the Closing Date by the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims.
Title to Repurchase Shares. The Seller is the sole legal and beneficial owner of and has good and valid title to the Repurchase Shares and upon delivery to the Purchaser of the Repurchase Shares to be sold by the Seller to the Purchaser, against payment made pursuant to this Agreement, good and valid title to such Repurchase Shares, free and clear of any lien, pledge, charge, security interest, mortgage, or other encumbrance or adverse claim, will pass to the Purchaser.
Title to Repurchase Shares such Shareholder is the sole record owner of the number of Ordinary Shares to be sold by such Shareholder to the Company (as set forth opposite such Shareholder’s name in Exhibit A hereto) 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.
Title to Repurchase Shares. TRT has good and valid title to the Repurchase Shares, free and clear of all Liens (it being acknowledged that the Repurchase Shares have been subject to a Lien under the Liquidity Assurance Agreement which is being satisfied and released in full as of the Closing pursuant to the TRT/JPM Release Letter). Other than 4,500 shares of Common Stock owned by Xxxxxx X. Xxxxxxx (the “Rowling Shares”), TRT and its Affiliates do not own, have the right to acquire, or otherwise hold any interest in, any shares of Common Stock other than the Repurchase Shares and the Offered Shares.
Title to Repurchase Shares. Genworth has, and immediately prior to each Closing will have, good and valid title to the Shares to be sold, free and clear of all liens, encumbrances, equities or adverse claims.
Title to Repurchase Shares. Xxxxx owns the Xxxxx Shares subject to repurchase pursuant to ARTICLE II hereof and the Xxxxx Shares subject to forfeiture and cancellation pursuant to ARTICLE III hereof, in each case, free and clear of any Liens, except Permitted Liens.
Title to Repurchase Shares. The Selling Stockholders own and at the Closing shall deliver the Repurchase Shares, free and clear of any option, call, contract, commitment, mortgage, pledge, security interest, encumbrance, lien, tax, claim or charge of any kind or right of others of whatever nature (collectively, a “Lien”), except for any Lien resulting from this Agreement, the Settlement Agreement, the Governance Agreement, and the Registration Rights Agreement.
Title to Repurchase Shares. Seller is the sole record and beneficial owner of the Repurchase Shares being sold to Motient pursuant to this Agreement and owns the Repurchase Shares free and clear of any and all liens, claims and encumbrances of any kind whatsoever, other than pursuant to applicable securities laws ("SECURITIES LAW ENCUMBRANCES"), with full legal right, power and authority to sell and transfer the Repurchase Shares to Motient as contemplated by this Agreement. Seller has not sold, pledged, hypothecated or otherwise transferred any of the Repurchase Shares or any interest therein to any other person, and there are no outstanding options, rights, calls, commitments of any kind relating to, or any presently effective agreements or understandings with respect to, any of the Repurchase Shares that would affect or prevent the sale of the Repurchase Shares to Motient as contemplated by this Agreement.
Title to Repurchase Shares. Such Party is the record and beneficial owner of the Repurchase Shares, free and clear of all liens, claims, encumbrances, pledges, options and any other adverse interests, restrictions on transfer or defects in title of any kind or nature whatsoever, except for restrictions on transfer imposed by federal and state securities laws. This Agreement correctly reflects the aggregate number of shares of the Company’s Common Stock held by such Party.
