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 Units. All of the Underlying Securities delivered upon the exercise of the Representative's Warrants shall be validly issued, fully paid and nonassessable; each holder of a Representative's Warrant shall receive good and marketable title to the Underlying Securities, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and adverse claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Units. All Units and shares of the Underlying Common Stock and Redeemable Warrants delivered upon the exercise of the Underwriters' Warrants shall be validly issued, fully paid and nonassessable; each holder of an Underwriters' Warrant shall receive good and marketable title to the Units and Underlying Common Stock and Redeemable Warrants, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.
Title to Units. The Units purchased for the respective accounts of the several Underwriters shall remain the property of those Underwriters until sold; and no title to such Units shall in any event pass to us, as Representative, by virtue of any of the provisions of this Agreement.
Title to Units. Upon issuance in accordance with, and payment pursuant to, the terms hereof each of the Units to be issued in the Offering will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Sponsor will have or receive good title to the Units, free and clear of all liens, claims and encumbrances of any kind, other than (i) any transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Title to Units. When certificates representing the Preferred Stock 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 Preferred Stock, and, upon conversion of such Preferred Stock, will have good and marketable title to the Common Stock issuable upon such conversion (the "Conversion Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts 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. When certificates representing the Warrants 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 Warrants, and upon exercise of such Warrants and payment of the exercise price therefor, will have good and marketable title to the Common Stock issuable upon such exercise (the "Warrant Shares"), free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts 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. When certificates representing the Placement and Advisory Warrants shall have been duly delivered to the Placement Agent, the Placement Agent shall have good and marketable title to the Placement and Advisory Warrants, and upon exercise of such Placement and Advisory Warrants and payment of the exercise price therefor, will have good and marketable title to the Preferred Stock and Common Stock issuable upon such exercise, and upon conversion of the Preferred Stock acquired upon exercise of the Placement and Advisory Warrants, will have good and marketable title to 9 the Common Stock into which such Preferred Stock is converted, free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all the taxes, if any, in respect of the original issuance thereof.
Title to Units. Title to Units may be taken in the name of an individual or in the name of two (2) or more individuals, as tenants in common, joint tenants, or tenants by the entirety, or in the name of a corporation, limited liability company or partnership (limited or general), or in the name of a fiduciary.
Title to Units. The Selling Unitholder has, and immediately prior to any Delivery Date on which the Selling Unitholder is selling Units, the Selling Unitholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Units to be sold by the Selling Unitholder hereunder on such Delivery Date, free and clear of all Liens.
Title to Units. The Seller is the sole lawful record and beneficial owner of, and has good and valid title to, the Units, and will deliver at the Closing such Units free and clear of all Liens.
Title to Units. Except for restrictions in the Operating Agreement of the Company, Member has good and marketable title to the Units, free and clear of any and all liens, security interests, restrictions, encumbrances, equities, options, claims, adverse claims, pledges and other limitations on the ownership or voting of, or ability to sell, transfer and convey, the Units.
