Examples of Purchased Company Shares in a sentence
There are no restrictions, promises, warranties, or undertakings, other than those set forth or referred to herein or therein, with respect to the registration rights granted by the Company with respect to the Purchased Company Shares and the February 2022 PIPE Warrant Shares.
Subject to the terms and conditions of this Agreement, at the Initial Closing, the Seller will sell, transfer and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Initial Purchased Company Shares, free and clear of all Liens.
Such Seller owns beneficially and of record, and has good and marketable title to, his respective Purchased Company Shares, free and clear of any lien, charge, mortgage, pledge, easement, encumbrance, security interest, matrimonial or community interest, tenancy by the entirety claim, adverse claim, or any other title defect or restriction of any kind (collectively, “Encumbrances”).
Each Party shall on each Subsequent Closing Date, and from time to time thereafter, at the other Party’s reasonable request and without further consideration, execute and deliver to the other Party such instruments of transfer, conveyance and assignment as shall be reasonably requested to transfer, convey and assign the Subsequently Purchased Company Shares, as applicable, to the Purchaser and otherwise to effect the transactions contemplated by this Agreement and the terms and conditions herein.
The closing of the sale and purchase of the Purchased Company Shares pursuant to this Agreement (the “Closing”) shall take place at the offices of Drinker Xxxxxx & Xxxxx LLP, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 on the date of execution and delivery of this Agreement by the parties hereto (such date is hereinafter referred to as the “Closing Date”).
Each Party shall on the Initial Closing Date and from time to time thereafter, at the other Party’s reasonable request and without further consideration, execute and deliver to the other Party such instruments of transfer, conveyance and assignment as shall be reasonably requested to transfer, convey and assign the Initial Purchased Company Shares to the Purchaser and otherwise to effect the transactions contemplated by this Agreement and the terms and conditions herein.
Subject to the terms and conditions of this Agreement, at each Subsequent Closing, the Seller will sell, transfer and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Subsequently Purchased Company Shares, as applicable, free and clear of all Liens.
Purchaser is acquiring the Purchased Company Shares solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act.
All of the Purchased Company Shares have been duly authorized and validly issued and are fully paid and non-assessable, and the Purchased Company Shares collectively constitute all of the issued and outstanding equity interests of the Purchased Companies.
The Seller is the sole record and beneficial owner of the Applicable Purchased Company Shares and has good and marketable title to all of the Applicable Purchased Company Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances.