Title to Target Shares. Seller has good and valid title to all the Target Shares, free and clear of any Encumbrance.
Title to Target Shares. Each Tio Shareholder owns and holds title to, and will at the Effective Time own and hold title to, respectively, the Tio Common Stock (or shares) now (and at Effective Time to be) owned by him or her, as set forth in Exhibit A, free and clear of any lien, charge or encumbrance of any kind.
Title to Target Shares. (a) Immediately upon consummation of the Offer, US Merger Subsidiary will be the direct owner of all of the capital stock of the Target tendered pursuant thereto (which shall constitute more than 50% of the entire capital stock of the Target), free and clear of any Security.
(b) Linde North America Holdings Limited will, upon the Merger Completion Date, become the legal and beneficial owner of the entire issued share capital of the Target.
Title to Target Shares. The Target Shares are validly issued and outstanding as fully paid and non-assessable shares in the share capital of Blue Sky. The Target Shares are owned by the Vendor as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances. Following Closing, the Purchaser will have good and valid title to the Target Shares, free and clear of all Encumbrances (except Encumbrances created by or on behalf of the Purchaser).
Title to Target Shares. Accel owns of record and beneficially, all of the Target Shares, free and clear of all Liens and, upon delivery to Xxxxxx of the certificates evidencing such Target Shares duly endorsed for transfer to Xxxxxx, Xxxxxx will acquire good, valid, indefeasible and marketable title thereto, free and clear of any and all liens.
Title to Target Shares. Seller holds of record and owns beneficially the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller has sole managerial and dispositive authority with respect to the Target Shares and is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any ownership interest in Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any ownership interest in Target.
Title to Target Shares. Each of the Target Shares is held of record and owned beneficially by Seller free and clear of any Liens (other than Permitted Liens). Neither Seller nor any of its Subsidiaries is a party to any option, warrant, purchase right or other Contract (other than this Agreement) that would require Seller or any of its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock or other equity interests of the Companies. Neither Seller nor any of its Subsidiaries is a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock or other equity interests of the Companies. Upon the Closing, Buyer will be the record and beneficial owner of all the Target Shares, free and clear of all Liens (other than Liens imposed thereon by Buyer).
Title to Target Shares. As of the date hereof, the Seller owns the Target Shares. At the Closing, Seller shall deliver to the Purchaser good and valid title to the Target Shares, free and clear of all Liens other than with respect to applicable securities Laws.
Title to Target Shares. Discus is the sole record and beneficial owner of all of the Target Shares, free and clear of any restrictions on transfer (other than any restrictions under applicable securities laws), lien, charge or other encumbrance. Discus is not a party to any option, warrant, purchase right, or other contract or commitment that could require Discus to sell, transfer, or otherwise dispose of any common stock of the Target (other than this Agreement). Discus is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Target Shares.
Title to Target Shares. Except as disclosed in Section 3.5 of the Major Stockholder Disclosure Schedules, such Major Stockholder is the record and beneficial owner of the outstanding Target Shares described as owned by such Major Stockholder in Section 3.5 of the Disclosure Schedules, and has good and marketable title to such Target Shares, free and clear of all Encumbrances, except for Permitted Encumbrances. Such Major Stockholder has full right, power and authority to transfer and deliver to the Beneficiary valid title to the Target Shares held by such Major Stockholder free and clear of all Encumbrances. Immediately following the Closing, the Merger Sub and Acquiror will be the record and beneficial owner of such Target Shares, and have good and marketable title to such Target Shares, free and clear of all Encumbrances, except as are imposed by applicable securities laws or created by the Merger Sub and Acquiror. Except pursuant to this Agreement or as disclosed in Section 3.5 of the Disclosure Schedules, there are no contractual obligations pursuant to which such Major Stockholder has, directly or indirectly, granted any option, warrant or other right to any Person to acquire any of such Major Stockholder’s Target Shares or other equity interests in Target.
