Common use of Title to the Exchanged Notes Clause in Contracts

Title to the Exchanged Notes. The Holder or the Undersigned, as applicable, is currently the sole beneficial owner of the Notes, and at the Closing will be the sole legal and beneficial owner of the Notes, set forth opposite its name on Exhibit A hereto. The Holder or the Undersigned, as applicable, has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the Holder or the Undersigned, as applicable, may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder or the Undersigned, as applicable, has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights in its Exchanged Notes, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon delivery of such Exchanged Notes to the Company pursuant to the Exchange, such Exchanged Notes shall be free and clear of all Liens.

Appears in 2 contracts

Samples: Exchange Agreement (Amicus Therapeutics, Inc.), Exchange Agreement (Amicus Therapeutics, Inc.)

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Title to the Exchanged Notes. The Holder or the Undersigned, as applicable, is currently the sole beneficial owner of the Notescurrently, and at the Closing will be be, the sole legal and beneficial owner of the Notes, Existing Notes set forth opposite its name on Exhibit A hereto. The Holder or the Undersigned, as applicable, has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the Holder or the Undersigned, as applicable, may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, which will be terminated in connection with Closing). The Holder or the Undersigned, as applicable, has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights in its Exchanged Notes, Notes or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon delivery of such Exchanged Notes to the Company pursuant to the Exchange, such Exchanged Notes shall be free and clear of all Liens.

Appears in 1 contract

Samples: Form of Exchange Agreement (Xeris Pharmaceuticals Inc)

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Title to the Exchanged Notes. The Holder or is the Undersigned, as applicable, is currently the sole beneficial owner of the Exchanged Notes, and at the Closing will be the sole legal and beneficial owner of the Notes, set forth opposite its name on Exhibit A hereto. The Holder or the Undersigned, as applicable, has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests (x) arising by operation of applicable securities laws and (y) that the Holder or the Undersigned, as applicable, may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder or the Undersigned, as applicable, has not, in whole or in part, except as described in the preceding sentencesentence and in Article I, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to its Exchanged Notes or its rights in its Exchanged Notes, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder's delivery of such its Exchanged Notes to the Company pursuant to the Exchange, such Exchanged Notes shall be free and clear of all LiensLiens created by the Holder.

Appears in 1 contract

Samples: Exchange Agreement (Jakks Pacific Inc)

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