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 Stock. The Shareholders own all of the issued and outstanding shares of the capital stock of the Corporation, free and clear of any and all claims, liens, restrictions, pledges, charges, options, security interests, encumbrances or other rights of third parties, including any imposed by law. There are no other shares of capital stock or other equity or debt securities of the Corporation, of any kind or class whatsoever, authorized, issued or outstanding, or any warrants, options, subscription rights, or any other rights, agreements, or commitments of any nature relating to the issuance of, or granting of, rights to acquire any shares of capital stock or such securities of the Corporation.
Title to Stock. Seller is the record and beneficial owner and has sole managerial and dispositive authority with respect to the Stock and has not granted any person a proxy that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).
Title to Stock. All Shares delivered upon the exercise of the ---------------- Warrant 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 Stock. All Shares delivered upon the exercise of the Option shall be validly issued, fully paid and nonassessable; each Option 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 Stock. Seller is the sole record and beneficial owner of the Stock and has sole managerial and dispositive authority with respect to the Stock. Seller has not granted any person a proxy with respect to the Stock that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on resales of the Stock under applicable securities laws).
Title to Stock. All of the Warrant Shares delivered upon the exercise of the Warrants and payment of the Exercise Price (including for the purpose by a net exercise of Warrants as permitted by Section 4(c)) shall be validly issued, fully paid and nonassessable; each Holder of a Warrant shall receive good and marketable title to the Warrant Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities, preemptive rights and, without limitation, claims of any type whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Stock. 16 3.4 Authority Relative to this Agreement..........................16 3.5 Subsidiaries and Equity Investments; Affiliates...............17 3.6 Consents and Approvals; No Violation..........................17 3.7 Reports.......................................................19 3.8
Title to Stock. All of the outstanding shares of the capital ---------------- stock of Corporation is owned by Seller, is duly authorized, validly issued and fully paid and non-assessable, and are free of all Liens (as defined in Section 12.3). Upon payment of the Purchase Price to the Seller at closing, Seller will convey good and marketable title to the Shares free and clear of all Liens or contractual restrictions or limitations whatsoever.
Title to Stock. (a) Vendors have valid title to the Fresh Shares free and clear of all liens or encumbrances, including, without limitation, any community property claim; and
(b) Upon delivery of the Fresh Shares on the Closing Date, as herein provided, Estate shall acquire good and marketable title thereto, free and clear of any lien, including, without limitation, any community property claim.
