Common use of Title to the Warrant Clause in Contracts

Title to the Warrant. The Seller is the lawful owner of the portion of the Warrant exercisable for the Warrant Shares with good and marketable title thereto, and the Seller has the absolute right to exercise the Warrant to purchase the Warrant Shares and to sell, assign, convey, transfer and deliver the Warrant Shares, and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are being transferred by the Seller to the Buyer free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to the Buyer of the Warrant Shares, will (i) pass good and marketable title to the Warrant Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Warrant Shares.

Title to the Warrant. The Seller is the lawful owner of the portion of the Warrant exercisable for the Warrant Shares with good and marketable title thereto, and the Seller has the absolute right to exercise the Warrant to purchase the Warrant Shares and to sell, assign, convey, transfer and deliver the Warrant Shares, and any and all rights and benefits incident to the ownership thereofthereof (including, without limitation, any registration rights pertaining to the Warrant), all of which rights and benefits are being transferred transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to the Buyer of the Warrant Shares, will (i) pass good and marketable title to the Warrant Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Warrant Shares(including, without limitation, any registration rights pertaining to the Warrant).