Title to Shares; Authority. Global Nutrition is the sole owner of, and has good and marketable title to, the Share, free and clear of any and all contracts, commitments, agreements, liens, claims or encumbrances, whether or not of record. Global Nutrition has all requisite capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Title to Shares; Authority. Except for the rights, if any, of Seller's spouse, and as set forth on Schedule 3.2 hereto, such Seller owns the shares of Common Stock set forth opposite his name in the Preambles hereof, free and clear of all liens, claims or encumbrances. Such Seller has full right, power, legal capacity and authority to transfer and deliver such Shares pursuant to this Agreement.
Title to Shares; Authority. (i) The Sellers have good and marketable title to the Shares and to all of the rights afforded thereby, free of all options, privileges, guarantees, liens and encumbrances, and has full power, authority and capacity to consummate the transactions contemplated by this Agreement (assuming that all necessary authorizations under the ASAS By-laws shall have been obtained). Upon delivery by the Sellers of the Shares against payment as provided for herein, the Buyer will acquire good and marketable title to the Shares free of all options, privileges, guarantees, liens and encumbrances.
(ii) Each of the Sellers and/or the Company and/or APPC, as applicable, has full power and authority to execute this Agreement and the Ancillary Agreements (as defined below) to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by the Sellers and/or the Company and/or APPC, as applicable, of this Agreement or the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Sellers and/or the Company and/or APPC, as applicable, of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, the legal, valid and binding obligation of the Sellers, and/or the Company and/or APPC, as applicable, enforceable against them in accordance with its terms. The execution and consummation of the transactions contemplated by this Agreement have not resulted, and will not result, in a breach or default of the terms of any law, regulation, agreement or instrument, or any order, judgment or decree of any court or any arbitration award by which any Seller and/or the Company and/or APPC is bound.
Title to Shares; Authority. Each of the Sellers have valid legal and beneficial title and interest in and to the portion of the Shares indicated as owned by such Seller in Exhibit A, respectively, free and clear of any and all liens, encumbrances, equities and claims, and have the full right, power and authority to sell, transfer and deliver such shares as provided in this Agreement, other than any restrictions imposed under the Company bylaws, the Shareholder Agreement by and among the Company and the Sellers or federal or state securities laws, and as are specifically listed on Schedule 4.3.
Title to Shares; Authority. (i) The NTS/Lake Forest Shareholders (1) are the record, lawful and beneficial owners of all of the issued and outstanding shares of capital stock of NTS/Lake Forest, and no other officers or employees, or former officers or employees, own or have any right to any capital stock of NTS/Lake Forest or to any equity interest of any other nature therein, and (2) have good and marketable title to all of the NTS/Lake Forest Shares and hold them free and clear of all claims, liens, pledges, encumbrances, equities, calls, assessments, proxies and charges of every nature whatsoever. The NTS/Lake Forest Shareholders have full right, power, authority and capacity to execute and deliver this Agreement and to perform it in accordance with its terms.
(ii) The NTS/Virginia Shareholders (1) are the record, lawful and beneficial owners of all of the issued and outstanding voting shares of capital stock of NTS/Virginia, and no other officers or employees, or former officers or employees, or any other person or entity, owns or has any right to any capital voting stock of NTS/Virginia or to any equity interest of any other nature therein, except for the pledge of certain shares of the NTS/Virginia Shares made by X. X. Xxxxxxx in favor of the Fund to secure a portion of the Fawn Lake Loan, evidenced by a certain Pledge Agreement from X. X. Xxxxxxx in favor of the Fund (the "Xxxxxxx Pledge"), which pledge shall be terminated upon transfer of all of the NTS/Virginia Shares to the Fund, and (2) have good and mar ketable title to all of the NTS/Virginia Shares and hold them free and clear of all claims, liens, pledg es, encumbrances, equities, calls, assessments, proxies and charges of every nature whatsoever, except for the Xxxxxxx Pledge. The NTS/Virginia Shareholders have full right, power, authority and capacity to execute and deliver this Agreement and to perform it in accordance with its terms, subject to the Xxxxxxx Pledge.
(iii) The Non-Voting NTS/Virginia Shareholders (1) are the record, lawful and beneficial owners of all of the issued and outstanding non-voting shares of capital stock of NTS/Virginia, and no other officers or employees, or former officers or employees, or any other person or entity, owns or has any right to any capital non-voting stock of NTS/Virginia or to any equity interest of any other nature therein.
Title to Shares; Authority. (i) The NTS/Virginia Shareholders (1) are the record, lawful and beneficial owners of their respective shares of the issued and outstanding non-voting shares of capital stock of NTS/Virginia, and (2) have good and marketable title to their respective NTS/Virginia Shares and hold them free and clear of all claims, liens, pledges, encumbrances, equities, calls, assessments, proxies and charges of every nature whatsoever. The NTS/Virginia Shareholders have full right, power, authority and capacity to execute and deliver this Agreement and to perform it in accordance with its terms.
Title to Shares; Authority. Binding Agreement. CON is the lawful and equitable owner of all of the Newmark Stock, free and clear of all liens, claims, options, charges and encumbrances as of the date of this Agreement and either CON or PPTI shall be the lawful and equitable owner of all of the Newmark Stock, free and clear of all liens, claims, options, charges and encumbrances as of the Closing. PLG is the lawful and equitable owner of all of the PLUSA Stock, free and clear of all liens, claims, options, charges and encumbrances. Good title, free and clear of all security interests, liens, claims, rights, charges or other encumbrances whatsoever, other than those arising from acts of Buyer or its affiliates, to all of the Capital Stock will pass to Buyer at the Closing upon delivery to Buyer of certificates representing such Capital Stock, duly endorsed by Sellers for transfer to Buyer, and upon Sellers' receipt of the Purchase Price. The execution, delivery and performance of this Agreement by Sellers and PAG, as well as the transactions contemplated under this Agreement (other than the transactions contemplated in Section 7.14 below and in Section 7.14 of the Disclosure Schedule), have been duly and validly authorized and approved by Sellers' Boards of Directors, PAG's Board of Directors and PAG's Supervisory Board. This Agreement constitutes the valid and legally binding agreement of Sellers and PAG, enforceable against each in accordance with its terms.
Title to Shares; Authority. Such Seller owns the shares of Common Stock set forth opposite his name in the Preamble hereof, free and clear of all liens, claims or encumbrances. Such Seller has full right, power, legal capacity and authority to transfer and deliver such Shares pursuant to this Agreement.
Title to Shares; Authority. Such Holder is the lawful, record and beneficial owner of, and has good and valid title to, all of the Shares set forth opposite such Holder’s name on Schedule 1.1 hereto, with the full power and authority to transfer and otherwise dispose of such Shares, together with any and all rights and benefits incident to the ownership thereof, free and clear of all Liens. Such Holder has full power and authority to enter into this Agreement and this Agreement constitutes a legal, valid and binding obligation of such Holder, enforceable against such Holder in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles.
Title to Shares; Authority. Jamex X. Xxxxxx xx trustee of the Jamex X. Xxxxxx Xxxst - 1995 and Thomxx X. Xxxxxx xx trustee of The Thomxx X. Xxxxxx Xxxocable Trust of 1998 have valid legal and beneficial title and interest in and to all of the Jamex Xxxxxx Xxxck, Thomxx Xxxxxx Xxxck, as well as those shares redeemed pursuant to Section 12.2 of this Agreement,
