Common use of Title to Stock Clause in Contracts

Title to Stock. All of the outstanding shares of the capital stock of the Corporation are owned by the Sellers, are duly authorized, validly issued, fully paid and nonassessable, are free of all Liens and Contracts, and have been issued in compliance with all applicable securities laws. All of the Shares that were acquired from third parties were acquired in compliance with all applicable securities laws, free and clear of any rescission rights. There is no outstanding Contract with the Corporation or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Corporation, or securities or obligations of any kind convertible into any shares of the capital stock of the Corporation. The Corporation has not redeemed any securities in violation of any Contract or Regulation (including, without limitation, any state or federal securities laws). Upon payment of the Purchase Price to the Sellers at the Closing, the Sellers will convey good and marketable title to the Shares, free and clear of all Liens, Contracts or other limitations whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to the Purchaser at the Closing will be sufficient to transfer the Sellers' entire interest, legal and beneficial, in the Shares to the Purchaser.

Title to Stock. All of the outstanding shares of the capital stock of the Corporation are Capital Stock is owned by the Sellers, are duly authorized, validly issued, fully paid and nonassessable, are free of all Liens and Contracts, and have been issued in compliance with all applicable securities laws. All of the Shares that were acquired from third parties were acquired or the Corporation in compliance with all applicable securities lawsRegulations, free and clear of any rescission and Contract rights. There is no outstanding Contract with the Corporation or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock or Options of the Corporation, or securities or obligations of any kind convertible into any shares of the capital stock of the Corporation. The Corporation has not redeemed any securities in violation of any Contract Contract, Order or Regulation (including, without limitation, any state or federal securities laws)Regulation. Upon payment of the Purchase Price Merger Consideration to the Sellers at the Closing, the Sellers will convey good and marketable title to the Shares, free and clear of all Liens, Orders, Contracts or other limitations whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to the Purchaser at the Closing will be sufficient to transfer the Sellers' ’ entire interest, legal and beneficial, in the Shares to the Purchaser.

Title to Stock. All The Shares, which constitute all of the issued and outstanding shares of the capital stock of the Corporation Company, are owned of record and beneficially solely by the Sellers, . No shares of preferred stock or other class of capital stock are duly authorized, issued or outstanding with respect to the Company. The Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable, are free . The Shares were issued pursuant to applicable exemptions from registration under Federal securities laws and the securities laws of all Liens and Contractsthe State of Texas, and have been issued in compliance with all applicable securities laws. All of the Shares that were acquired from third parties were acquired in compliance with all applicable securities laws, are owned of record by the Sellers and will be sold pursuant hereto free and clear of any rescission rights. There is no outstanding Contract with the Corporation or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Corporation, or securities or obligations of any kind convertible into any shares of the capital stock of the Corporation. The Corporation has not redeemed any securities in violation of any Contract or Regulation (including, without limitation, any state or federal securities laws)all liens. Upon payment of the Purchase Price to the Sellers at the Closingin accordance with this Agreement, the Sellers will convey to the Purchaser good and marketable title to the Shares, free and clear of all Liens, Contracts or other limitations liens whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to the Purchaser at the Closing will be sufficient to transfer the Sellers' entire interest, and all of the interests, legal and beneficial, of the Sellers and of all other persons in and to the Shares. No dividends or other distributions are owed by the Company in connection with any of the Shares and none have been paid or made to any stockholder of the PurchaserCompany since at least April 30, 1998.

Title to Stock. All of the outstanding shares of the capital stock of the Corporation are Capital Stock is owned by the Sellers, are duly authorized, validly issued, fully paid and nonassessable, are free of all Liens and Contracts, and have been issued in compliance with all applicable securities laws. All of the Shares that were acquired from third parties were acquired or the Corporation in compliance with all applicable securities lawsRegulations, free and clear of any rescission and Contract rights. There is no outstanding Contract with the Corporation or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock or Options of the Corporation, or securities or obligations of any kind convertible into any shares of the capital stock of the Corporation. The Corporation has not redeemed any securities in violation of any Contract Contract, Order or Regulation (including, without limitation, any state or federal securities laws)Regulation. Upon payment of the Purchase Price Merger Consideration to the Sellers at the Closing, the Sellers will convey good and marketable title to the Shares, free and clear of all Liens, Orders, Contracts or other limitations whatsoever. The assignments, endorsements, stock powers and other instruments of transfer delivered by the Sellers to the Purchaser at the Closing will be sufficient to transfer the Sellers' entire interest, legal and beneficial, in the Shares to the Purchaser.