Validity; Title. The Shares, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Seller owns, beneficially and of record, good and marketable title to the Shares, free and clear of all security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements. At the Closing, Seller will convey to Purchaser good and marketable title to the Shares, free and clear of any security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements.
Validity; Title. The Shares, when issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Buyer shall deliver to Seller at the Closing the original certificate(s) evidencing the Shares with such endorsements, assignments and other instruments of transfer, in form satisfactory to Seller and its counsel, in order to effectively vest in Seller all right, title and interest in and to the Shares. >From time to time after the Closing, and without further consideration, Buyer will execute and deliver such other instruments of transfer and take such other actions as Seller may reasonably request in order to more effectively transfer to Seller the securities intended to be transferred hereunder.
Validity; Title. Holder owns, beneficially and of record, good and marketable title to Holder’s PIPE Warrant, free and clear of all security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements.
Validity; Title. The Shares, when sold and delivered in --------------- accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Harrier shall deliver to NCIF at the Closing the original certificate(s) evidencing the Shares with such endorsements, assignments and other instruments of transfer, in form satisfactory to NCIF and its counsel, in order to effectively vest in NCIF all of Harrier's right, title and interest in and to the Shares. From time to time after the Closing, and without further consideration, Harrier will execute and deliver such other instruments of transfer and take such other actions as NCIF may reasonably request in order to more effectively transfer to NCIF the securities intended to be transferred hereunder.
Validity; Title. The Seller has all requisite power and authority to enter into the Transaction Documents and the transactions contemplated hereby. The Seller has duly and properly executed and delivered the Transaction Documents, and each of the Transaction Documents constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws of general application affecting the enforceability of creditors' rights generally or by general principles of equity. The Seller is the record and beneficial owner of the Shares, free and clear of all Liens (other than pursuant to this Agreement). Except for agreements effectively terminated at or before Closing, the Seller is not a party to, or bound by, any other agreement, instrument or understanding restricting the transfer of such Shares.
Validity; Title. Viveve acknowledges InControl’s ownership, right and title to the Trademarks, Patents and copyright rights and shall not contest such ownership, right and title, nor knowingly do any act or omission that will impair the rights of InControl with respect to such Trademarks, Patents or copyrights.
Validity; Title. The Shares, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer under applicable state and federal securities laws. Company owns, beneficially and of record, good and marketable title to the Shares, free and clear of all security interests, liens, adverse claims, encumbrances, proxies, options or stockholders' agreements. At the Closing, Company will convey to InfiniCom good and marketable title to the Shares and its technology, free and clear of any security interests, liens, adverse claims or encumbrances.
Validity; Title. The Shares, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investment Representation Letter and under applicable state and federal securities laws. Company owns, beneficially and of record, good and marketable title to the Shares, free and clear of all security interests, liens, adverse claims other than those as may be asserted by the Liquidating Trustee, and those set forth in filings with the Securities and Exchange Commission ("SEC"). At the Closing, Company will convey to InfiniCom good and marketable title to the Shares, free and clear of any security interests, liens, adverse claims or encumbrances.
