Title to the Purchased Securities Sample Clauses

Title to the Purchased Securities. The Seller owns beneficially and of record the Purchased Securities and has good and valid title to the Purchased Securities, free and clear of any liens or other encumbrances. The Seller has the power and authority to transfer the Purchased Securities to the Company. Upon consummation of the transactions contemplated hereby and payment for the Purchased Securities, the Company shall acquire good and valid title to the Purchased Securities, free and clear of any liens or other encumbrances.
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Title to the Purchased Securities. Seller is the sole member of each of the Companies. Seller is the sole record owner of the Purchased Securities and owns the Purchased Securities free and clear of all Encumbrances other than Permitted Encumbrances. Seller has the sole power to vote and dispose of the Purchased Securities. Seller has not granted to any Person any option, warrant, right to purchase, right of first refusal, right of first offer or other agreement or commitment providing for any disposition of the Purchased Securities.
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Title to the Purchased Securities. The Seller is the owner of the Purchased Securities with good and valid title thereto. The Purchased Securities are free and clear of any encumbrances, pledges, liens, security interests, restrictions on transfer or voting, claims or equitable interests (collectively, “Encumbrances”), other than as set forth in Sections 2.7(c) and 2.8(a)(iii) of the Rights Agreement (“Permitted Encumbrances”). Upon transfer of the Purchased Securities to the Purchaser, against payment therefor as contemplated hereby, the Purchaser will acquire ownership of the Purchased Securities free and clear of any Encumbrances other than Permitted Encumbrances. The Seller is not a guarantor, surety or otherwise liable, either directly, indirectly or contingently, for any indebtedness, liability or obligations of any other Person (defined below).
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Related to Title to the Purchased Securities

  • 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 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.

  • 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).

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • 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.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

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

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