Common use of Title to the Exchanged Notes Clause in Contracts

Title to the Exchanged Notes. Each Holder is the sole legal and beneficial owner of the Exchanged Notes (including any Applicable Interest Amount) set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes). Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to its Exchanged Notes, or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Exchange, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes, free and clear of all Liens.

Appears in 2 contracts

Sources: Exchange Agreement (Invacare Corp), Exchange Agreement (Invacare Corp)

Title to the Exchanged Notes. Each The Holder is the sole legal and beneficial owner of the Exchanged Notes (including any Applicable Interest Amount) set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes) (except, in respect of a Closing Date, to the extent such Exchanged Notes have been exchanged hereunder). Each The Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title Exchanged Notes or interest its rights in or to its Exchanged NotesNotes (other than to the Company pursuant hereto), or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Exchange, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes, Notes shall be free and clear of all LiensLiens created by the Holder.

Appears in 2 contracts

Sources: Exchange Agreement (Exelixis, Inc.), Exchange Agreement (Exelixis, Inc.)

Title to the Exchanged Notes. Each (a) Such Holder is the sole legal and beneficial owner of the Initial Closing Exchanged Notes (including any Applicable Interest Amount) set forth opposite its name on Exhibit A hereto (orand, if there are no Accountsas of the date immediately prior to any Subsequent Closing, the Undersigned is will be the sole legal and beneficial owner of all holder of the Subsequent Closing Exchanged Notes). Each Notes to be exchanged in such Subsequent Closing; (b) such Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such brokerbroker and any restrictions on transfer arising by operation of applicable securities laws). The ; (c) such Holder has not, in whole or in part, except as described in the preceding sentenceclause (b), (ai) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Notes or its rights, title or interest in or and to its Exchanged Notes, Notes or (bii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder; and (d) upon such ▇▇▇▇▇▇’s delivery of its Exchanged Notes to the Company pursuant to the ExchangeTransactions, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes, Notes shall be free and clear of all LiensLiens created by the Holder or any other person acting for the Holder.

Appears in 1 contract

Sources: Convertible Notes Exchange Agreement (Biora Therapeutics, Inc.)

Title to the Exchanged Notes. Each Holder is the sole legal and beneficial owner of the Exchanged Notes (including any Applicable Interest Amount) set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Exchanged Notes)) and held such Exchanged Notes as of November 18, 2019. Each Holder has good, valid and marketable title to its Exchanged Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to its Exchanged Notes, or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Notes. Upon the Holder’s delivery of its Exchanged Notes to the Company pursuant to the Exchange, the Company will acquire good, marketable and unencumbered title to such Exchanged Notes, free and clear of all Liens.

Appears in 1 contract

Sources: Exchange Agreement (Acorda Therapeutics Inc)