Title to the Purchased Shares. Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens, and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer's payment of the estimated Purchase Consideration payable at the Closing in accordance with Section 1.3, the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.
Title to the Purchased Shares. On the Closing Date, the Vendor shall have good and marketable title to the Shares free and clear of all liens, charges, and encumbrances except for the Permitted Encumbrances;
Title to the Purchased Shares. Each of the Sellers severally represents that it owns good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens, and upon delivery of the Purchased Shares to the Purchaser on the Closing Date in accordance with this Agreement, and upon the Purchaser’s payment of the Purchase Price payable at the Closing in accordance with Section 2.2, the entire legal and beneficial interest in the Purchased Shares of such Seller and good, valid and marketable title to the Purchased Shares of such Seller, free and clear of all Liens (other than those imposed by applicable securities Laws or the Company’s Charter Documents or those incurred by the Purchaser), will pass to the Purchaser.
Title to the Purchased Shares. To the knowledge of Seller, there are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or GNTP is a party or by which Seller or GNTP is bound relating to the Purchased Shares. The Purchased Shares are owned beneficially and of record by Seller. Seller has full right and title to the Purchased Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Purchased Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. The rights of the Preferred Shares are as provided in the Certificate of Designation filed with the Nevada Secretary of State on June __, 2019. Upon transfer of the Purchased Shares to Buyer hereunder, Buyer will acquire good and marketable title to the Purchased Shares free and clear of any lien or encumbrance. To the knowledge of Seller, Seller acquired the Common Shares in a lawful transaction and in accordance with (i) the Order Appointing Custodian dated January 14, 2019, Eighth Judicial District Court of Nevada, Cxxxx County, Case No. A-19-787455-P, (ii) Nevada corporate law and (iii) applicable securities laws of the United States.
Title to the Purchased Shares. Seller owns, beneficially and of record, all of the Purchased Shares free and clear of any and all Liens. There are no outstanding subscriptions, options, warrants, rights of first refusal or other agreements or commitments, other than this Agreement, obligating Seller to transfer, or granting an option or right by Seller to any Person to purchase or acquire from Seller the Purchased Shares or any other securities of the Company.
Title to the Purchased Shares. To the Knowledge of Seller, there are no outstanding subscriptions, options, warrants, calls, commitments or agreements to which Seller or EQPI is a party or by which Seller or EQPI is bound relating to the Purchased Shares. The Purchased Shares are owned beneficially and of record by Seller. Seller has full right and title to the Purchased Shares, free and clear of any lien or encumbrance whatsoever, and full and unrestricted right and power to sell and deliver the Purchased Shares pursuant to the provisions of this Agreement without obtaining the consent or approval of any other person. The rights of the Preferred Shares are as provided in the Certificate of Designation filed with the Nevada Secretary of State on June 8, 2018. Upon transfer of the Purchased Shares to Purchaser hereunder, Purchaser will acquire good and marketable title to the Purchased Shares free and clear of any lien or encumbrance. The Seller acquired the Purchased Shares in a lawful transaction and in accordance with (i) the Order Granting the Application for the Appointment of Dxxxx Xxxxx as Custodian of Zhongchai Machinery, Inc. dated May 17, 2018, (iii) Nevada corporate law and (iii) applicable securities laws of the United States.
Title to the Purchased Shares. Such Stockholder has good and marketable title to the Purchased Shares owned by such Stockholder, free and clear of any Liens. Except as may be disclosed on Schedule 5.3, none of such Stockholder’s Purchased Shares are subject to any voting trust agreement or other contract, agreement, arrangement, commitment, or understanding, including any such agreement, arrangement, commitment, or understanding restricting or otherwise relating to the voting, dividend rights, or disposition of the Purchased Shares, other than those set forth in the certificate of incorporation or articles of incorporation and by-laws or code of regulations of the Companies, as the case may be.
Title to the Purchased Shares. The Purchased Shares will be free and clear of all encumbrances on the Closing Date.
Title to the Purchased Shares. (a) The Selling Shareholder has legal and valid title to the Purchased Shares, free from any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation. The Purchased Shares, when sold, re-designated and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly sold, redesignated, fully paid and non-assessable, free and clear of any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation (each, a “Lien”) and will be free of restrictions on transfer (except for any restrictions on transfer set forth under applicable securities laws and regulations). Subject in part to the accuracy of the representations of the Investor in Section 5 of this Agreement, the Purchased Shares will be sold and transferred in compliance with all applicable securities laws. The ordinary shares issuable upon conversion of the Purchased Shares (“Conversion Shares”) have been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Articles, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer set forth in applicable securities laws and liens or encumbrances created by or imposed by the Investor. The Conversion Shares will be issued in compliance with all applicable securities laws.
(c) All presently outstanding equity securities of the Company were duly and validly issued (or subscribed for) in compliance with all applicable laws, pre-emptive rights of any person, and applicable contracts, and are fully paid and non-assessable. All share capital of the Company is and as of the Closing shall be free of any and all Liens. There are no (a) resolutions pending to increase the share capital of the Company or cause the liquidation, winding up, or dissolution of the Company, (b) dividends which have accrued or been declared but are unpaid by the Company or (c) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to the Company.
Title to the Purchased Shares. The Trust has, and subject to the terms and conditions hereof at the Closing the Trust shall deliver to the Investor, good and valid title to the Purchased Shares, free and clear of any mortgage, pledge, lien, security interest or other similar encumbrance (“Liens”), other than restrictions on transfer under federal and state securities laws and regulations, restrictions on transfer imposed by the Shareholders’ Agreement and Liens created or permitted by the Investor. The representation and warranty set forth in this Section 3.04 is qualified in its entirety in the third Recital to this Agreement, which Recital is hereby incorporated into this Section 3.04.
