Common use of Title to Securities Clause in Contracts

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 184 contracts

Samples: Subscription Agreement (EQV Ventures Acquisition Corp.), Global Lights Acquisition Corp (Global Lights Acquisition Corp), Subscription Agreement (Spark I Acquisition Corp)

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Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 21 contracts

Samples: Securities Subscription Agreement (Tiga Acquisition Corp. III), Securities Subscription Agreement (Tiga Acquisition Corp. II), Securities Subscription Agreement (Tiga Acquisition Corp. III)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 16 contracts

Samples: Securities Subscription Agreement (VPC Impact Acquisition Holdings II), HCM II Acquisition Corp., HCM II Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 7 contracts

Samples: Securities Subscription Agreement (VPC Impact Acquisition Holdings), Pegasus Digital Mobility Acquisition Corp., Pegasus Digital Mobility Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions action of the Subscriber.

Appears in 7 contracts

Samples: Shepherd Ave Capital Acquisition Corp, Shepherd Ave Capital Acquisition Corp, Shepherd Ave Capital Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, laws and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 7 contracts

Samples: Securities Subscription Agreement (Avista Public Acquisition Corp. II), Israel Acquisitions Corp, Rose Hill Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 5 contracts

Samples: Mars Acquisition Corp., TLGY Acquisition Corp, Angel Pond Holdings Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s 's register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s 's register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 4 contracts

Samples: GEF Acquisition Corp, GEF Acquisition Corp, Double Eagle Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 4 contracts

Samples: Subscription Agreement (Freestone Acquisition Corp), Constitution Acquisition Corp., ESGEN Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in on the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be become subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: LAMF Global Ventures Corp. I, 10X Capital Venture Acquisition Corp. III, 10X Capital Venture Acquisition Corp. II

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: Austerlitz Acquisition Corp I, Austerlitz Acquisition Corp II, 1.12 Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subjectsubject (including the terms of the memorandum and articles of association of the Company, as amended from time to time, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Peridot Acquisition Corp. III), Securities Subscription Agreement (Peridot Acquisition Corp. III)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, . the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions action of the Subscriber.

Appears in 2 contracts

Samples: Blue World Holdings LTD, Blue World Acquisition Corp

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.. 2.2.4

Appears in 2 contracts

Samples: Emerging Markets Horizon Corp., G Squared Ascend I Inc.

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Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares Units will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the SharesUnits, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares Units may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 2 contracts

Samples: Rice Acquisition Corp. II, Rice Acquisition Corp. II

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber Buyer will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the SubscriberBuyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Levere Holdings Corp.)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Securities Subscription Agreement (Collier Creek Holdings)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Memorandum and Articles, and registration in the Company’s register of membersmembers of the Company, the Shares will be duly and validly issued, issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration in the Company’s register of membersMemorandum and Articles, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Letter Agreement (Think Elevation Capital Growth Opportunities)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of membersstock ledger, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of membersstock ledger, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Red Cell DRM Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under other agreements to which the Shares may be subject, (b) transfer restrictions under United States federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Securities Subscription Agreement (MELI Kaszek Pioneer Corp)

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessablenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 1 contract

Samples: Serendipity Capital Acquisition Corp.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.. ​

Appears in 1 contract

Samples: TPB Acquisition Corp I

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members, the each Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (ai) transfer restrictions hereunder and other agreements to which the Shares may be subject, (bii) transfer restrictions under federal and state securities laws, and (ciii) liens, claims or encumbrances imposed due to the actions of the each Subscriber.

Appears in 1 contract

Samples: ESGEN Acquisition Corp

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