Title to the Share Sample Clauses

Title to the Share. Seller holds of record and beneficially owns the Share free and clear of any Liens or any other restrictions on transfer (other than any restrictions on transfer under the Securities Act of 1933, as amended and state securities laws). The Share constitutes all of the outstanding capital stock of Kodiak. Neither Seller nor Kodiak is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of capital stock of Kodiak (other than this Agreement). Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the Share.
Sample 1
AutoNDA by SimpleDocs
Title to the Share. Seller is the sole owner of and has good title to the Share, free and clear of all Encumbrances and transfer restrictions, other than restrictions on transferability under securities laws of general applicability or as set out in the charter documents of the Company. Seller has not previously assigned or purported to assign the Share (or any part thereof) to any Person. Seller has made no general solicitation in connection with the Share.
Sample 1
Title to the Share. Seller owns of record and beneficially the Share 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 Share to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Share. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Share. Other than disclosed by the Seller to the Buyer, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Share.
Sample 1
Title to the Share. 3.1. The Seller is the sole legal and beneficial owner of, and has the right to exercise all voting rights over, the Share.
Sample 1
Title to the Share. Seller is the record and beneficial owner of the Share, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable state or federal securities laws). Upon the consummation of the transactions contemplated by this Agreement, Buyer shall acquire from such Seller good, valid, and marketable title to the Share, free and clear of any Encumbrance (other than restrictions on transfer arising under applicable state or federal securities laws). “Encumbrance” means any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance.
Sample 1

Related to Title to the Share

  • 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 Stock As of the date hereof, each Stockholder is the owner of the number of shares of Common Stock set forth opposite its name on Appendix A attached hereto, entitled to vote, without restriction, on all matters brought before holders of capital stock of the Company, which Common Stock represent on the date hereof the percentage of the outstanding stock and voting power of the Company set forth on such Appendix. Such Common Stock are all the securities of the Company owned, either of record or beneficially, by such Stockholder. Such Common Stock are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever. No Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Common Stock or Other Securities owned by such stockholder.

  • 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.

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • 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 Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Equipment Upon Foothill's request, Borrower immediately shall deliver to Foothill, properly endorsed, any and all evidences of ownership of, certificates of title, or applications for title to any items of Equipment.

Time is Money Join Law Insider Premium to draft better contracts faster.