Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Investors will have or receive good title to the Warrants, 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 Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the warrant agreement to be entered into on or prior to the closing of the IPO as described in the Registration Statement (the “Warrant Agreement”), as the case may be, each of the Warrants and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Sponsor will have or receive good title to the Warrants, 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 Warrants. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to its Existing Warrants, free and clear of any Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants and will deliver such Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws and except as set forth herein the Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Existing Warrants or its rights in such Existing Warrants, or (ii) given any person or entity any transfer order, power of attorney, vote, plan, pending proposal or other right of any nature whatsoever with respect to such Existing Warrants which would limit the Holder’s power to transfer the Existing Warrants hereunder. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.
Title to Warrants. Seller has full title and interest in the Warrants, free and clear of all liens, pledges, security interests, conditional sales contracts or other encumbrances, and upon closing of this Agreement, the Seller will deliver good and marketable title to the Warrants to the Purchaser.
Title to Warrants. Seller owns, of record and beneficially, all of the amount of warrants of the Company it is selling to Purchaser, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever. Upon purchase of the warrants pursuant to this Agreement, Purchaser shall receive good and marketable title to the warrants, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever.
Title to Warrants. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, each of the Warrants and the shares of Common Stock issued upon exercise of the Warrants will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber will have or receive good title to the Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby and (ii) transfer restrictions under federal and state securities laws.
Title to Warrants. Each Undersigned Holder has good and valid title to, and owns all right, title and interest (legal and beneficial) in, the Existing Warrants being cancelled pursuant to this Agreement, free and clear of all liens. No stock certificates have been issued to the Undersigned Holders, or, to the knowledge of the Undersigned Holders, to any other person, in respect of the Existing Warrants.
Title to Warrants. Each Exchanging Warrantholder is the sole record and beneficial owner of the Exchanging Warrantholder’s Warrants, free and clear of any Liens other than those imposed by any Applicable Securities Laws.
Title to Warrants. Each Holder, severally and not jointly, represents that it is the beneficial and record owner of the Warrants listed on such Holder’s signature page hereto, and that such Warrants are owned by such Holder free and clear of all liens, other than restrictions on transfer that may be imposed by state or federal securities laws.
Title to Warrants. Such Seller has good and valid title to its Warrants free and clear of all Liens, and upon the delivery of and payment for the Warrants at the Closing as provided for in this Agreement, Purchaser will acquire good and valid title to all of the Warrants so purchased, free and clear of any Liens, other than any Lien created by Purchaser.
