Title to Subject Shares. Stockholder owns of record and beneficially the Subject Shares set forth under Stockholder's name on the signature page hereof and does not directly or indirectly own, either beneficially or of record, any shares of capital stock of the Company, or rights to acquire any shares of capital stock of the Company, other than the Subject Shares set forth below Stockholder's name on the signature page hereof.
Title to Subject Shares. As of the Agreement Date, Stockholder beneficially owns the Subject Shares set forth under Stockholder's name on the signature page hereof and does not directly or indirectly own, either beneficially or of record, any shares of capital stock of Company, or rights to acquire any shares of capital stock of Company, other than the Subject Shares set forth below Stockholder's name on the signature page hereof.
Title to Subject Shares. Such Signatory Stockholder is the sole record and beneficial owner of its Subject Shares, free and clear of any pledge, lien, security interest, mortgage, charge, claim, equity, option, proxy, voting restriction, voting trust or agreement, understanding, arrangement, right of first refusal, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind ("Encumbrances"), other than restrictions imposed by the securities laws or pursuant to this Agreement and the Merger Agreement.
Title to Subject Shares. Stockholder owns of record and beneficially the Subject Shares set forth under Stockholder's name on the signature page hereof and does not directly or indirectly own, either beneficially or of record, any shares of capital stock of the Company, or rights to acquire any shares of capital stock of the Company, other than the Subject Shares set forth below Stockholder's name on the signature page hereof. Stockholder has good and marketable title to the Subject Shares free and clear of any Encumbrance, and the transfer by Stockholder of any Exercised Shares hereunder will pass good and marketable title to such Exercised Shares free and clear of any Encumbrance.
Title to Subject Shares. Immediately prior to the consummation of the Share Purchase, (a) the Seller will beneficially own all of the Subject Shares, free and clear of any Encumbrance (other than those set forth on Schedule A to the Voting and Support Agreement, all of which will be terminated upon consummation of the Share Purchase (except for any transfer restrictions under applicable securities laws)) and (b) subject in all respects to applicable Law, the Seller will have the right, authority and power to sell, assign and transfer the Subject Shares to the Purchaser. Upon delivery to the Purchaser of the Subject Shares by electronic transfer or by certificates evidencing the Subject Shares at the Purchase Closing, and the Purchaser’s payment of the aggregate Purchase Price, the Purchaser shall acquire good, valid and marketable title to the Subject Shares, free and clear of any Encumbrance.
Title to Subject Shares. The Selling Stockholder owns beneficially and of record and has the full power and authority to convey to the Corporation the Subject Shares, free and clear of any liens, pledges, claims, options, charges or encumbrances of any type, except as set forth in the Corporation’s organizational documents. The transfer of the Subject Shares to the Corporation hereunder will pass good and marketable title to the Subject Shares from the Selling Stockholder to the Corporation free and clear of any lien, pledge, claim, option, charge, or encumbrance of any type, except as set forth in the Corporation’s organizational documents.
Title to Subject Shares. As of the date hereof, Shareholder Owns in the aggregate (including shares owned of record and shares owned beneficially) the number of issued and outstanding shares of Company Common Stock set forth below Shareholder's name on the signature page hereof, and the number of options, warrants and other rights to acquire shares of Company Common Stock set forth below Shareholder's name on the signature page hereof, and does not directly or indirectly Own, any shares of capital stock of the Company, or any option, warrant or other right to acquire any shares of capital stock of the Company, other than the shares and options, warrants and other rights set forth below Shareholder's name on the signature page hereof.
Title to Subject Shares. Sattel owns and at the Closing will deliver to Xxxxx good, valid and marketable title to the Subject Shares, free and clear of all liens, encumbrances, agreements, charges, options, security interests, pledges, claims or restrictions of any nature whatsoever, except for restrictions of applicable state and federal securities laws.
Title to Subject Shares. Xx. Xxxxx is the sole owner of the Subject Shares. There are no outstanding options, warrants or other rights to acquire any of the Subject Shares. The Subject Shares shall be transferred by Xx. Xxxxx to the Company on the Closing Date free and clear of all liens, claims and encumbrances.
Title to Subject Shares. Each Stockholder is the record and/or beneficial owner of the Subject Shares listed opposite such Stockholder's name on Exhibit A hereto and has full and unrestricted power to dispose of and to vote such Subject Shares. The Subject Shares and the certificates, if any, representing the Subject Shares are now and except to the extent sold in the Stock Purchase at all times during the term hereof will be held by each Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all liens, adverse claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever (including any contractual restriction on the right to vote, sell or otherwise dispose of such Subject Shares), except for any such encumbrances or proxies arising hereunder.
