Common use of Common Stock Ownership Clause in Contracts

Common Stock Ownership. (a) The Seller has good and valid title to, and holds of record and owns beneficially, all of the Common Stock, free and clear of all Liens, subscriptions, warrants, calls, proxies, commitments, restrictions and rights to acquire shares of any kind. The shares of Common Stock are the only Equity Interests in the Company owned of record or beneficially by the Seller and the Seller does not own (or have any rights in or to acquire) any other Equity Interests in the Company or any other securities convertible into, or exercisable or exchangeable for, equity or voting interests in the Company. The shares of Common Stock were not issued in violation of (i) any Contract to which the Seller is or was a party or by which the Seller or its properties or assets is or was subject or (ii) of any preemptive or similar rights of any Person. This Agreement, together with the other documents executed and delivered at the Closing by the Seller, will be effective to transfer valid title to the Common Stock to the Purchaser, free and clear of all Liens, subscriptions, warrants, calls, proxies, commitments and Contracts of any kind. (b) The Seller is not party to (i) any voting agreement, voting trust, registration rights agreement, stockholder or member agreement or other similar arrangement with respect to the equity or voting interests in the Company or (ii) any Contract obligating the Seller to vote or dispose of any Equity Interests in the Company or which has the effect of restricting or limiting the transfer, voting or other rights associated with the Common Stock.