Title to the Company Stock Sample Clauses

Title to the Company Stock. Seller has, and as of the Closing will have, good and valid title to, and is the record and beneficial owner of, all of the Company Stock, free and clear of all Liens other than restrictions on transfer under applicable federal and state securities Laws. There are no outstanding options, warrants, call or other rights or agreements to which Seller is a party requiring Seller to sell or transfer the Company Stock to any Person other than as provided in this Agreement. Except as set forth on Schedule 3.05, Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Company Stock.
Sample 1
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Title to the Company Stock. The Stockholders are the record and beneficial owners of 100% of the issued and outstanding shares of capital stock of the Company. The Stockholders have good, valid and marketable title to the all of the issued and outstanding shares of capital stock of the Company, all of which has been duly authorized and validly issued and is fully paid and non-assessable, and is (and on the Closing Date will be) owned beneficially and of record of the Stockholders, free and clear of all pledges, liens, claims, charges, options, calls, encumbrances, restrictions and assessments whatsoever, except for any restrictions which may be created by operation of state or federal securities laws. No person other than the Stockholders have any claim or interest in or to any of the Company Stock.
Sample 1
Title to the Company Stock. Sellers own good, valid and marketable title to the Company Stock as set forth on Schedule 3.4, free and clear of any and all Liens (including any spousal interests (community or otherwise)) other than as set forth on Schedule 3.4, and upon delivery of the Company Stock to Purchaser on the Closing Date in accordance with this Agreement and upon Purchaser’s delivery of the Closing Payment to the Sellers at the Closing pursuant to Section 2.2(c), the entire legal and beneficial interest in the Company Stock and good, valid and marketable title to the Company Stock, free and clear of all Liens (including any spousal interests (community or otherwise)), will pass to Purchaser.
Sample 1
Title to the Company Stock. Schedule 5.3, which is to be provided prior to Closing, correctly sets forth next to such Seller’s name and information the number of Company Stock owned by such Seller of record and beneficially, which Company Stock constitutes the only securities of the Seller issued to such Seller except as otherwise set forth on said Schedule 5.3. Such Seller has valid and marketable title in and to the Company Stock identified as belonging thereto. Upon purchase of the Company Stock, and delivery to Buyer thereof in accordance with the terms of this Agreement, the Company Stock shall be transferred at Closing free and clear of all Liens other than Permitted Liens. No Seller is a party to any voting trust, proxy, or other agreement or understanding with the respect to the Company Stock that will survive the Closing Date.
Sample 1

Related to Title to the Company Stock

  • Title to the Assets Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to the Stock As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record or beneficially, by such Stockholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by such stockholder.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

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