Valid and Unencumbered Title. Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, except as provided in the Stockholders Agreement; and upon the delivery of and payment for the Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, free and clear of all liens, encumbrances, equities or adverse claims.
Appears in 2 contracts
Samples: Underwriting Agreement (Cross Match Technologies, Inc.), Underwriting Agreement (Cross Match Technologies, Inc.)
Valid and Unencumbered Title. Such The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid valid, unencumbered and unencumbered marketable title to the Securities to be delivered by such the Selling Stockholder on such Closing Date, except as provided in the Stockholders Agreement; and upon the delivery of and payment for the Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such the Selling Stockholder on such Closing Date, free Date and clear of all liens, encumbrances, equities or no action based on an adverse claimsclaim may be asserted against the Underwriters with respect to such Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (EnergySolutions, Inc.), Underwriting Agreement (EnergySolutions, Inc.)
Valid and Unencumbered Title. Such The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Securities to be delivered by such the Selling Stockholder on such Closing Date, except as provided in the Stockholders Agreement; and upon the delivery of and payment for the Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such the Selling Stockholder on such Closing Date, free Date and clear of all liens, encumbrances, equities or no action based on an adverse claimsclaim may be asserted against the Underwriters with respect to such Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Syntel Inc), Underwriting Agreement (Syntel Inc)
Valid and Unencumbered Title. Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, except as provided in the Stockholders AgreementDate (or to preferred stock or class B common stock that will be converted into such Securities); and upon the delivery of and payment for the Securities on each Closing Date hereunder hereunder, the several Underwriters will acquire valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on such Closing Date, free and clear of all liens, encumbrances, equities or adverse claims.
Appears in 1 contract
Samples: Underwriting Agreement (Skilled Healthcare Group, Inc.)