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. 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. (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.
Title to Target Shares. Upon the Scheme Consideration being provided to the Scheme Shareholders and until the Target registers the Bidder as the holder of all Target Shares in the Target Share Register, the Bidder will be beneficially entitled to all of the Scheme Shares transferred to it under the Scheme.
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. EXECUTION VERSION
Title to Target Shares. Seller holds of record and owns beneficially the number of Target Shares set forth next to its name in Section 4.5 of the Disclosure Letter, free and clear of any restrictions on transfer, Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.
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. Such Selling Shareholder is the sole record and beneficial owner of the Target Shares held by such Selling Shareholder, free and clear of all liens, encumbrances, equities, assessments and claims, and that there are no warrants, options, subscriptions, calls, or other similar rights of any kind for the issuance or purchase of any of the Target Shares or other securities of the Target held by such Selling Shareholder. Upon delivery of the Target Shares by each Selling Shareholder and payment of the Shares in full by the Company pursuant to this Agreement in exchange therefor, each Selling Shareholder will transfer to the Company valid legal title to the Target Shares held by such Selling Shareholder, free and clear of all restrictions, liens, encumbrances, equities, assessments and claims (other than any restrictions, liens, encumbrances, equities, assessments or claims as may arise from or as a result of (i) restrictions under applicable Federal and state securities laws, and (ii) any act or omission of the Company).
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.
