Title to Warrants Clause Samples
The "Title to Warrants" clause establishes that the party issuing the warrants has clear and valid ownership of them and the authority to grant them. In practice, this clause ensures that the warrants are free from any liens, claims, or encumbrances, and that no other party has rights to the warrants being issued. Its core function is to protect the warrant holder by confirming that they are receiving legitimate and uncontested rights, thereby reducing the risk of future disputes over ownership or validity.
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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. 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. 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. 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 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. The Investor owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants as set forth on Schedule I, free and clear of all liens, claims and encumbrances of any kind, other than under federal and state securities laws. The Investor has not, in whole or in part, (x) assigned, transferred, hypothecated, pledged or otherwise disposed of any of the Existing Warrants or its rights in or to any of the Existing Warrants, or (y) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to any of the Existing Warrants which would limit the Investor’s power to transfer any of the Existing Warrants hereunder. The Investor has the sole and unencumbered right and power to transfer and dispose of the Existing Warrants, and the Existing Warrants are not subject to any agreement, arrangement or restriction with respect to the voting or transfer thereof, except for this Agreement. No additional consideration for any purpose shall be due to the Investor at the Closing, with respect to the Existing Warrants, other than the issuance to the Investor of the Acquired Shares as provided herein. No default has been declared by the Investor under the Existing Warrants and no default exists or is continuing with respect to the Existing Warrants.
Title to Warrants. The Holders represents that it is the beneficial and record owner of the Warrants listed on each such Holder’s signature page hereto, and that such Warrants are owned by each such Holder free and clear of all liens, other than restrictions on transfer that may be imposed by state or federal securities laws.