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.
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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.
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Title to Shares and Warrants. (a) 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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
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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 Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • 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.

  • 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 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.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). 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 Regulation S promulgated thereunder. 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.

  • 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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