Title to Shares and Common Stock Sample Clauses

Title to Shares and Common Stock. (a) As of immediately prior to the Closing, each Seller will have good, valid and marketable title (subject only to transfer restrictions imposed by any applicable securities Laws) to all of such Seller's Shares (as set forth on Annex A hereto), free and clear of any lien, charge, encumbrance, security interest, claim or right of others (each, an "Encumbrance") and, subject to the terms and conditions hereof, at the Closing, such Seller will assign and transfer good, valid and marketable title to all such Shares, free and clear of any Encumbrance (other than any Encumbrance that may be created by, or imposed under, any agreement or instrument to which Buyer is a party, as a result of Buyer's consummation of the transactions contemplated hereby). Other than with respect to the Usufruct (as defined below), none of Parent, the Sellers or any Company is a party to any voting agreement, shareholders agreement or other agreement, arrangement or understanding with respect to the Shares or the shares of Common Stock including, without limitation, any agreement, arrangement or understanding with respect to the voting, registration, sale, gift or other transfer of such Shares or shares of Common Stock. (b) Each Direct Holder has good, valid and marketable title (subject only to transfer restrictions imposed by any applicable securities Laws) to all of such Direct Holder's shares of Common Stock (as set forth on Annex A hereto), free and clear of any Encumbrance, except for the rights under the Instrument for the Establishment of the Usufruct of Shares, dated June 29, 2001 (the "Usufruct"), by and between New Startel and Instituto Embratel 21, a Brazilian not-for-profit company, with respect to the shares of Common Stock owned by New Startel, which Usufruct shall be terminated at Closing pursuant to Section 5.12 hereof, without any further liability or obligation whatsoever to New Startel. (c) As of November 13, 2003, the Direct Holder's shares of Common Stock in the aggregate represent not less than (i) fifty-one and seven-tenths percent (51.7%) of Embratel's outstanding voting stock and (ii) nineteen and two-tenths percent (19.2%) of Embratel's total outstanding capital stock. (d) The Shares constitute all of the issued and outstanding capital stock, participations and ownership interests of the Companies.
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Related to Title to Shares and Common Stock

  • 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.

  • 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 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 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 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.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, 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 which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • Shares The term “

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

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