TITLE TO THE MERGER SHARES Sample Clauses

TITLE TO THE MERGER SHARES. Such Indemnifying Seller is the lawful owner, of record and beneficially, of those shares of Company Common Stock set forth opposite its name on Annex II and has good and marketable title to such shares, free and clear of any Liens whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement or as set forth on Schedule 3.4, there are no agreements or understandings between such Indemnifying Seller and any other Seller or any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to any of the capital stock of the Company. Such Indemnifying Seller acquired his or its shares of capital stock of the Company in one or more transactions exempt from registration under the Securities Act, and in compliance with applicable state securities laws. Except as set forth on Schedule 3.4, such Indemnifying Seller has no right whatsoever to receive or acquire any additional shares of capital stock of the Company.
Sample 1
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TITLE TO THE MERGER SHARES. The Shareholder is the lawful owner, of record and beneficially, of all of the Merger Shares and has good and marketable title to the Merger Shares, free and clear of any and all Encumbrances whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. The Shareholder is not the subject of any bankruptcy, reorganization or similar proceeding. Except for this Agreement and except as set forth on SCHEDULE 3.1, there are no agreements or understandings between the Shareholder ------------ and any other Person with respect to the acquisition, disposition, transfer, registration or voting of, or otherwise relating to, any of the capital stock of the Company.
Sample 1
TITLE TO THE MERGER SHARES. Such Shareholder is the lawful owner of record and beneficially, of those Merger Shares and/or other equity securities of the Company set forth opposite his or her name on SCHEDULE I attached hereto and has good and marketable title to such securities, free and clear of any Encumbrances whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement and as set forth on SCHEDULE 5.1 of the disclosure letter dated the date of this Agreement (the "DISCLOSURE LETTER") certified by the Chief Executive Officer of the Company, or any other duly authorized officer, and delivered by the Company to the Purchaser, there are no agreements or understandings between such Shareholder and any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to any of the capital stock or other securities of the Company. Such Shareholder acquired the Merger Shares and other equity securities in one or more transactions exempt from registration under the Securities Act and state securities laws.
Sample 1
TITLE TO THE MERGER SHARES. Seller is the lawful owner, of record and beneficially, of all of the shares of Company Common Stock and has good and marketable title to such shares, free and clear of any Encumbrances whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement or as set forth on SCHEDULE 4.4, there are no agreements or understandings between Seller and any other Person with respect to the acquisition, disposition or voting of or any other matters pertaining to any of the capital stock of the Company. Seller acquired his shares of capital stock of the Company in one or more transactions exempt from registration under the Securities Act, and in compliance with applicable state securities Laws. Except as set forth on SCHEDULE 4.4, Seller has no right whatsoever to receive or acquire any additional shares of capital stock of the Company.
Sample 1

Related to TITLE TO THE MERGER SHARES

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Company Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • 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.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Capitalization; Title to Shares The Shares consist of the 100 shares of capital stock without par value and have been duly authorized and validly issued and are fully paid and non-assessable, and constitute the total issued and outstanding Equity Interests of the Vessel Owning Subsidiary. There are not outstanding (i) any options, warrants or other rights to purchase from the Vessel Owning Subsidiary any equity interests of the Vessel Owning Subsidiary, (ii) any securities convertible into or exchangeable for shares of such equity interests of the Vessel Owning Subsidiary or (iii) any other commitments of any kind for the issuance of additional shares of equity interests or options, warrants or other securities of the Vessel Owning Subsidiary.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • TITLE TO SECURITIES; RESTRICTED SHARES The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

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