Common use of Title to Shares Clause in Contracts

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerBuyers, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryLeaseco.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens liens, mortgages, pledges, security interests and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerPurchaser, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryLeasco.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to the Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryLeasco.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerPurchasers, except for restrictions on transfer as contemplated by Section 4.3 3.4 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryMimi & Coco.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryPCDC.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.4 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole unconditional sole, legal, --------------- beneficial, record and beneficial equitable owner of the Shares and the Option Shares, free and clear of any and all Encumbrances. At ClosingOn the Closing Date, Seller will have good and marketable convey to Purchaser valid title to the Shares, which Shares are, and at the Closing will be, free and clear of any and all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryEncumbrances.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryAWS.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares Shares of capital stock of Split-Off SubsidiaryTWBI.

Title to Shares. The Seller is the sole and lawful beneficial and record and beneficial owner of the Shares. At all of the Company Shares and, at the Closing, Seller will have deliver to the Buyer good and marketable title to the Purchased Shares, which Shares are, and at the Closing will be, free and clear of all Liens. Neither Seller nor any Person have any preemptive or other rights, options, warrants, pledges, claims, liens and encumbrances, and warrants or other agreements or commitments other than this Agreement to sell or acquire any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all securities of the issued and outstanding shares Company or obligations convertible into or exchangeable for any securities of capital stock of Split-Off Subsidiarythe Company, other than the Company Options which shall be canceled pursuant to Section 2.3 above.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerPurchaser, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiarythe Subsidiaries.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerPurchaser, except for restrictions on transfer as contemplated by Section 4.3 3.4 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryCustom Craft.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock share of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At the Closing, Seller will have shall transfer to Buyer good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, any liens and or any other encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. The Seller is the sole record and beneficial owner of the Seller’s Shares. At Closing, Seller and has, or will have immediately prior to the Closing Date, good and marketable valid title to the Seller’s Shares, which Shares are, and at the Closing will be, free and clear of all optionsliens, warrants, pledges, claims, liens and encumbrances, equities or adverse claims. At the Closing, the Seller’s entire right, title and any restrictions or limitations prohibiting or restricting transfer interest in and to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Seller’s Shares constitute all of shall be conveyed to the issued and outstanding shares of capital stock of Split-Off SubsidiaryCompany.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyerthe Buyers, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole holds of record and beneficial owner of owns beneficially the Shares, free and clear of any restrictions on transfer and Liens. At the Closing, Seller will have deliver to Buyer good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryLiens.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryMedia.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryMCI.

Title to Shares. Seller is the sole record and beneficial owner of all of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all optionsLiens except as set forth on Schedule 3.04. At the Closing, warrantsassuming Buyer has the requisite power and authority to be the lawful owner of the Shares, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting Seller will transfer to BuyerBuyer good and marketable title to all of the Shares, except for free and clear of all Liens (other than restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiarygenerally arising pursuant to applicable securities laws).

Title to Shares. Seller is the sole record and beneficial unconditional owner of the Shares. At Closing, Seller will have number and class of Shares with good and marketable valid title to the Shares, which Shares are, and at the Closing will bethereto, free and clear of all optionsLiens. At Closing, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The such Shares will constitute all of Seller’s interest in the Shares or other equity interests in Holdings, whether issued or unissued, and outstanding shares Seller will transfer good and valid title to Purchaser of capital stock such Shares, free and clear of Split-Off Subsidiaryall Liens.

Title to Shares. Seller is the sole holds of record and beneficial owner owns beneficially all of the Sharesoutstanding capital stock of Company. At ClosingExcept as set forth in Disclosure Schedule 2.1, Seller will have has good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all optionsany Encumbrance, warrantsclaim, pledgesoption, claimsright of first refusal, liens and encumbrancesagreement, limitation or restriction of any kind. Seller has full voting power over the Shares subject to no proxy, stockholders agreement or voting trust, and any restrictions or limitations prohibiting or restricting has the full right, power and authority to transfer the Shares to Buyer, except Buyer in the manner provided for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiaryin this Agreement.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital common stock of Split-Off Subsidiarythe Company.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will shall have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, interests, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off Subsidiary.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have good and marketable title to the Shares, which Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to BuyerBuyers, except for restrictions on transfer as contemplated by Section 4.3 3.3 above. The Shares constitute all of the issued and outstanding shares of capital stock of Split-Off SubsidiaryLeaseco.

Title to Shares. Seller is the sole record and beneficial owner of the Shares. At Closing, Seller will have Shares and has good and marketable title to the Shares, which Shares arefree and clear of all Encumbrances. There are no stockholders’ agreements, voting trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Shares. Upon Closing, the Purchaser shall be the lawful record and at beneficial owner of the Closing will beShares, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyer, except for restrictions on transfer as contemplated by Section 4.3 aboveEncumbrances. The Shares constitute all represent 100% of the issued and outstanding shares capital of capital stock of Split-Off Subsidiarythe Company on a fully diluted basis.