Common use of Title to Shares Clause in Contracts

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, 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 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 69 contracts

Samples: Securities Subscription Agreement (Flag Fish Acquisition Corp), Securities Subscription Agreement (Cohen Circle Acquisition Corp. I), Securities Subscription Agreement (Ribbon Acquisition Corp.)

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Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, 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 the Organizational Documents, 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 18 contracts

Samples: Securities Subscription Agreement (Whale Point Acquisition Corp.), Securities Subscription Agreement (Bullpen Parlay Acquisition Co), Securities Subscription Agreement (Blue Ocean Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members 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 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 13 contracts

Samples: Securities Subscription Agreement (Cantor Equity Partners I, Inc.), Securities Subscription Agreement (CF Acquisition Corp. A), Securities Subscription Agreement (TMT Acquisition Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Articles, and registration on the register of members 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 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 4 contracts

Samples: Securities Subscription Agreement (Newbury Street II Acquisition Corp), Securities Subscription Agreement (SIM Acquisition Corp. I), Securities Subscription Agreement (Churchill Capital Corp IX/Cayman)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, 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 under the other agreements to which the Shares may be subject, (b) transfer restrictions under U.S. federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

Appears in 3 contracts

Samples: Securities Subscription Agreement (CHW Acquisition Corp), Securities Subscription Agreement (CHW Acquisition Corp), Securities Subscription Agreement (ITHAX Acquisition Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, 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 (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: Securities Subscription Agreement (Parabellum Acquisition Corp.), Securities Subscription Agreement (CA Healthcare Acquisition Corp.), Securities Subscription Agreement (Evo Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, 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 the Organizational Documents, 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: Securities Subscription Agreement (OmniLit Acquisition Corp.), Securities Subscription Agreement (Revolution Acceleration Acquisition Corp II), Securities Subscription Agreement (Revolution Acceleration Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyOrganizational Documents, 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 the Organizational Documents, 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: Securities Subscription Agreement (ExcelFin Acquisition Corp.), Securities Subscription Agreement (Build Acquisition Corp.), Securities Subscription Agreement (Build Acquisition Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Articles, and registration on the register of members of the Company, 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 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: Securities Subscription Agreement (Endeavor Acquisition Corp.), Securities Subscription Agreement (Enterprise 4.0 Technology Acquisition Corp), Securities Subscription Agreement (BioPlus Acquisition Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, 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 such Subscriber.

Appears in 2 contracts

Samples: Securities Subscription Agreement (Avalon Acquisition Inc.), Securities Subscription Agreement (NavSight Holdings, Inc.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, 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 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 2 contracts

Samples: Securities Subscription Agreement (Pace Holdings Corp.), Securities Subscription Agreement (Paceline Holdings Corp.)

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Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, 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 (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 such Subscriber.

Appears in 1 contract

Samples: Securities Subscription Agreement (Foley Trasimene Acquisition Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register Register of members Members 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 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 1 contract

Samples: Securities Subscription Agreement (Integrated Wellness Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and registration on the register of members of the CompanyCharter, 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 the Charter 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 1 contract

Samples: Securities Subscription Agreement (TPG Pace Energy Holdings Corp.)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, 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 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 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 1 contract

Samples: Securities Subscription Agreement (Burgundy Technology Acquisition Corp)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the CompanyCharter, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and the Charter, 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 such Subscriber.

Appears in 1 contract

Samples: Securities Subscription Agreement (Foley Trasimene Acquisition II)

Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, 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 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 U.S. 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 (Ads-Tec Energy Public LTD Co)

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