Title to Shares and Warrants Sample Clauses

Title to Shares and Warrants. The Seller is the record and beneficial owner of the Purchased Shares hereby purchased and the Option Shares to be purchased upon the exercise of the Option, free and clear of all liens, pledges, encumbrances, restrictions, and claims.
AutoNDA by SimpleDocs
Title to Shares and Warrants. The Shares and the Warrant shall be duly authorized and created upon Closing shall be validly issued and outstanding and the Shares shall be fully paid and non-assessable shares in the capital of Issuer, free and clear of all rights, liens or other Encumbrances and the shares issuable upon exercise of the Warrants upon payment of the exercise price, will be fully paid and non-assessable Shares, free and clear of all rights, liens and Encumbrances.
Title to Shares and Warrants. Geotek owns all of the Shares and the Warrants free and clear of all Liens, except to the extent that such Liens will be removed prior to the Closing. The Shares and the Warrants constitute all of the securities of the Company held by Geotek and its affiliates and Geotek has no direct or indirect ownership interest in the Company except as beneficial owner of the Shares and the Warrants. Except for this Agreement and the Voting Agreement dated August 21, 1995, by and among Geotek, Yoav Xxxxx, Xxrax X. Xxxxxxxxx xxx Davix Xxx Xxxxxxxx, Xxotek is not a party to any agreement restricting the transfer or the voting of the Shares or the Warrants.
Title to Shares and Warrants. Such Seller is the record and beneficial owner of and has good and valid title to the Shares and Warrants set forth opposite such Seller's name on Schedule 3.1 (as supplemented on account of the joinder of additional Sellers pursuant to Section 15.16) which will be sold by such Seller as contemplated hereby, free and clear of any liens.
Title to Shares and Warrants. As of the date of this Agreement each Enron Party owns beneficially and of record the number of Shares and Warrants set forth on Schedule I attached hereto, free and clear of all Liens. At Closing, JEDI II and the Applicable Enron Entity will own beneficially and of record the number of Shares and Warrants set forth on Schedule I attached hereto free and clear of all Liens. ENA has transferred and assigned to Sundance all of its right, title and interest in, to and in respect of the Shares and Warrants purchased by ENA under the Original Agreement. Prior to Closing, Sundance may transfer and assign to ENA, all or a portion of its rights, title and interest in, to and in respect of the Shares and/or Warrants previously transferred from ENA to Sundance. The Shares and the Warrants constitute all of the equity securities of Issuer owned by each of the Enron Parties, and except as described herein such Shares and Warrants are not subject to any agreements or understandings with respect to the transfer of any of the Shares or Warrants other than those with the Issuer. No Enron Party has granted to any third party any option, right of first refusal or other rights with respect to the Shares or the Warrants except as described herein. Sundance has full legal right to sell, assign and transfer the Shares and Repurchased Warrants to ENA. Each Seller has full legal right to sell, assign and transfer the Shares and Repurchased Warrants owned by it to Issuer and will, upon delivery of certificates representing such Shares and Repurchased Warrants to Issuer pursuant to the terms hereof, transfer to Issuer title to such Shares and Repurchased Warrants, free and clear of any Liens.
Title to Shares and Warrants. Each of Distribution Partners, Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxx and Xxxxx Xxxxx represents and warrants that such Key Stockholder has good and valid title to all of the K&P Common Shares for which he, she or it is the holder of record (as set forth in Schedule 3.3(a)), free and clear of all Encumbrances except as disclosed in Schedule 3.3(c) (which Encumbrances shall be discharged and released prior to or upon the Closing) other than as set forth herein and restrictions under state and federal securities laws.

Related to Title to Shares and Warrants

  • 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.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the 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 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.

  • 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.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • 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.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!