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. Title to Units may be taken in the names of an individual, or in the names of two (2) or more persons as tenants in common or as joint tenants with right of survivorship, or in the name of the corporation or partnership, or in the name of a fiduciary.
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. 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. Seller is the sole record and beneficial owner of the Units. At Closing, Seller will have good and marketable title to the Units, which Units are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Buyers, except for restrictions on transfer as contemplated by Section 3.3 above. The Units constitute all of the issued and outstanding membership units of LLC.
Title to Units. When certificates representing the Common Stock and Class C Warrants shall have been duly delivered to the Purchasers and payment shall have been made for the Units, the several Purchasers shall have good and valid title to the Common Stock and the Class C Warrants and, upon exercise of such Class C Warrants, will have good and valid title to the Common Stock issuable upon such exercise (the "Conversion Shares"), in each case, free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (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 Options and Advisory Options shall have been duly delivered to the Placement Agent, the Placement Agent or its designees shall have good and valid title to the Placement Options and Advisory Options, upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to the Common Stock and Class C Warrants issuable upon such exercise, and upon exercise of such Class C Warrants issuable upon exercise of such Placement Options and/or Advisory Options, will have good and valid title to the Common Stock into which such Class C Warrants are converted, in each case, free and clear of all liens, encumbrances and adverse claims, whatsoever (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 Common Stock issuable pursuant to Article VI of the Subscription Agreement (the "Article VI Issuances") shall have been duly delivered to the Purchasers, the several Purchasers shall have good and valid title to the Common Stock constituting such Article VI Issuances free and clear of all liens, encumbrances and claims and adverse claims, whatsoever (except as arising from applicable Federal and state securities laws), such Common Stock shall be duly authorized, validly issued, fully paid and non-assessable, and the Company shall have paid all taxes, if any, in respect of the original issuances thereof.
