Acquired Interests. The Seller holds of record and owns all of the Acquired Interests, which Acquired Interests represents ninety percent (905) of the of the Company’s issued and outstanding equity securities, free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than under this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. The Seller has full right to sell and transfer the Acquired Interests, and upon consummation of the transactions hereunder, the Seller will convey and transfer to the Purchaser, good, marketable title to the Acquired Interests free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. The Seller is not under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Interests. n
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)
Acquired Interests. The Seller holds Sellers, together, hold of record and owns own all of the Acquired Interests, which Acquired Interests represents ninety represent one hundred percent (905100%) of the of the Company’s issued and outstanding equity securities, free and clear of any restrictions on transfer, taxes, liens, claims, mortgages, charges, exceptions or encumbrances, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. The Neither Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require the such Seller to sell, transfer, or otherwise dispose of any capital stock of the Company (other than under this Agreement). The Neither Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital securities of the Company. The Each Seller has full right to sell and transfer the Acquired InterestsInterests and, and upon consummation of the transactions hereunder, the Seller Sellers will convey and transfer to the Purchaser, good, marketable title to the Acquired Interests free and clear of any and all restrictions, agreements, claims, liens, charges, pledges, encumbrances or limitations on alienability of any kind. The Neither Seller is not under any order of any court or tribunal prohibiting, restricting or impairing its right to transfer the Acquired Interests. n .
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)