Title to the Seller Shares. Seller owns good and marketable title to its Seller Shares free and clear of any Liens. Seller has fully paid for such Seller Shares, and such Seller Shares are non-assessable. The Seller Shares held by all Sellers constitute, to Seller’s Knowledge, one hundred percent (100%) of all of the issued and outstanding Capital Stock of the Company. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to any of the Seller Shares except as provided pursuant to the Company Agreement. The Seller Shares represent Seller’s entire right, title and interest in and to the equity of the Company. Notwithstanding anything to the contrary in the Company’s certificate of incorporation, bylaws, any Contract or otherwise, Seller is entitled only to the applicable per share consideration set forth on Schedule 2.03(a) and Schedule 2.03(b) attached hereto, subject to the terms and conditions of this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
