Title to Sold Shares Sample Clauses

Title to Sold Shares. As of the Signing Date and as of the Closing Date, the Seller is the sole and unrestricted owner of all of the Sold Shares, and the Seller has good, valid and marketable title to such Sold Shares, free and clear of all encumbrances. As a result of the transactions contemplated by this Agreement (and assuming no assignment of any of the Purchaser’s rights under this Agreement), as of the Closing, the Purchaser will be the direct or indirect holder of all the issued and outstanding share capital of EMP and Large Belgium and the sole record and beneficial holder of all the issued and outstanding share capital of MIG. Upon payment of the Initial Purchase Price, the Seller shall transfer to the Purchaser good, valid and marketable title to the Sold Shares, free and clear of all encumbrances, except for the Financing Security (which will be released as of the Closing Date as contemplated by the terms of this Agreement). The Sold Shares are (i) validly authorized and issued, (ii) fully paid, not repaid (either in whole or in part, either openly or concealed) and non-assessable, (iii) except for the Financing Security, free and clear of any security interests, liens, pledges, or other encumbrances or third-party rights and (iv) not subject to any transfer restrictions or pre-emption or similar acquisition rights. As of the Signing Date and as of the Closing Date, MIG is and will be the sole and unrestricted owner of 22% of the share capital of EMP having the numbers (laufende Nummern) No. 1.2, 1.3, 2.2 and 10 and having an aggregate nominal amount equal to EUR 1,238,748 (the “MIG EMP Shares”). Large Belgium’s share capital is divided into 750 shares and the Seller is the sole and unrestricted holder of two (2) shares in Large Belgium. As of the Signing Date and as of the Closing Date, MIG and EMP each has and will have good, valid and marketable title to the MIG EMP Shares and the Belgian Shares, respectively, free and clear of all encumbrances, except for the Financing Security (which will be released as of the Closing Date as contemplated by the terms of this Agreement).
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Title to Sold Shares. 7.3.1 As of the Signing Date and as of the Closing Date, the Companies have been duly incorporated (ordnungsgemäß gegründet) and are validly existing.
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Title to Sold Shares. Such Securityholder has, and will deliver to Buyer at Closing, good and marketable title, free and clear of all Liens, to the Sold Shares that the Consideration Schedule indicates are owned by such Securityholder. If such Securityholder holds a Shareholder Loan, the principal and interest due under such Shareholder Loan is accurately reflected in the Consideration Schedule. Other than as provided for in this Agreement and that certain shareholders agreement dated May 1, 2005, by and among the Company and the other parties thereto (the “Shareholders Agreement”), such Securityholder is not a party to any voting trust, proxy, or other Contract or understanding with respect to any of the Shares or other Company Securities held by such Securityholder. Such Securityholder is party to the Shareholders Agreement, and prior to the Closing, shall comply or shall have complied with their obligations under the Shareholders Agreement with respect to the transactions contemplated hereby. As of the date hereof, the Sold Shares set forth on Section ‎5.2(a) of the Company Disclosure Schedule opposite such Securityholder’s name represent such Securityholder’s entire right, title and interest in and to the shares of the share capital of the Company as of the date hereof. As of the Closing Date, the Sold Shares set forth in the Consideration Schedule opposite such Securityholder’s name represent such Securityholder’s entire right, title and interest in and to the shares of the share capital of the Company as of the Closing Date. Such Securityholder has not breached or violated any provision of the Shareholders Agreement.
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Title to Sold Shares. Each Seller as an individual debtor (Einzelschuldner) hereby represents and warrants only with respect to the Sold Shares owned by such Seller only by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, as of the date hereof and as of the Closing Date: Such Seller is the owner of the Sold Shares set forth next to such Seller’s name on Exhibit 2.1(c) and such Sold Shares are free from any third party rights and clear of any encumbrances (Belastungen), have been validly issued and the contributions thereon (Einlagen) have been fully paid up and have not been repaid and there is no additional contribution obligation (Nachschusspflicht) with respect to such Sold Shares.
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Title to Sold Shares 
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Related to Title to Sold Shares

  • 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.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • 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 Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • 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 Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • 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.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

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