Common use of Title to Stock Clause in Contracts

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

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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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spiderboy International Inc)

Title to Stock. All of the outstanding shares of the capital ---------------- stock -------------- of Corporation is the Company are owned by Seller, is are duly authorized, validly issued and fully paid and non-assessable, and are free of all Liens (as defined in Section 12.3)) except as otherwise disclosed on Schedule 2.5. Upon payment of the Base Purchase Price to the Seller at closingClosing, Seller will convey good and marketable title to the Shares free and clear of all Liens or contractual restrictions or limitations whatsoever, except as otherwise disclosed on Schedule 2.5.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

Title to Stock. All of the issued and outstanding shares of the capital ---------------- stock of Corporation is owned by Seller, is the Company are duly authorized, validly issued and fully paid and non-assessablepaid, nonassessable, and are owned by the Sellers free of all Liens (as defined in Section 12.3SECTION 8.3). Upon payment delivery of the Purchase Price to the Seller Sellers at closingthe Closing, Seller Sellers will convey good convey, and marketable title to the Purchaser will receive the Company Shares free and clear of all Liens or contractual restrictions or limitations whatsoeverLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Travel Services International Inc)

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Title to Stock. All of the issued and outstanding shares of the capital ---------------- stock of Corporation is Seller are owned by Sellerthe Stockholder, is are duly authorized, validly issued and issued, fully paid and non-assessablenonassessable, and are free of all Liens Liens, and have been issued in compliance with all applicable securities laws. There are no outstanding (as defined in Section 12.3). Upon payment a) options or warrants to acquire shares of the Purchase Price to the capital stock of Seller at closingor (b) any other securities that are convertible into, Seller will convey good and marketable title to the Shares free and clear or exchangeable for, capital stock of all Liens or contractual restrictions or limitations whatsoeverSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hollywood Media Corp)

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