Title to Rollover Shares Sample Clauses

Title to Rollover Shares. Such Rollover Investor has good and valid title to the Rollover Shares being contributed to Parent pursuant to Section 1.01, free and clear of all claims, liens and encumbrances, other than any claims, liens and encumbrances created by this Agreement.
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Title to Rollover Shares. Such Stockholder has good and valid title to all of its Rollover Shares free and clear of any Encumbrance, and will have good and valid title to all of its Merger Sub Non-Voting Common Stock issued in connection with the Exchange, in each case other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that result from any actions taken by such Stockholder. Upon the consummation of the Exchange, such Stockholder will contribute to Merger Sub and Merger Sub shall receive good and valid title to all of the Rollover Shares free and clear of any Encumbrance, other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that result from any actions taken by such Stockholder. Upon the consummation of the Rollover, such Stockholder will contribute to the Surviving Corporation and the Surviving Corporation shall receive good and valid title to all of the Merger Sub Non-Voting Common Stock issued to such Stockholder in the Exchange free and clear of any Encumbrance, other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that result from any actions taken by such Stockholder. Other than as set forth in the Voting Agreement or the Preferred Stock Investment Documents or the Bridge Loan Documents or the First and Second Amended and Restated Notes (as defined below in Section 6.17), the MHR Warrants and the Waiver Warrants, there is and will be no outstanding Contract with any Person to vote, purchase, redeem or otherwise acquire any Rollover Shares or Merger Sub Non-Voting Common Stock, as the case may be, or securities or obligations of any kind convertible into any Rollover Shares or Merger Sub Non-Voting Common Stock, as the case may be, owned, beneficially and of record, by such Stockholder.
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Related to Title to Rollover Shares

  • 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 Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

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