Title to the Warrant Clause Samples

Title to the Warrant. Seller is the lawful owner of the Warrant with good and marketable title thereto, and Seller has the absolute right to sell, assign, convey, transfer and deliver the Warrant Shares, and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are being transferred by Seller to Buyer free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Warrant Shares, will (i) pass good and marketable title to the Warrant Shares to Buyer, free and clear of all Claims (assuming that Buyer is a bona fide purchaser within the meaning of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Warrant Shares.

Title to the Warrant. Seller is the lawful owner of the Warrant with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Warrant and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Warrant), all of which rights and benefits are transferable by the Seller to Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Warrant will (i) pass good and marketable title to the Warrant to Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Warrant (including, without limitation, any registration rights pertaining to the Warrant).

Title to the Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with (a) the Notice of Exercise, attached hereto as Annex A, properly endorsed, and (b) any other documentation reasonably necessary to satisfy the Company that such transfer is in compliance with all applicable securities laws. The term "Holder" shall refer to the Purchaser or any subsequent transferee of this Warrant.

Title to the Warrant. ▇▇▇▇▇▇ owns, of record and beneficially, the Warrant free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature.

Title to the Warrant. Seller is the lawful owner of the Purchased Warrant with good and marketable title thereto, and Seller has the right (subject to any restrictions on transferability provided in the Purchased Warrant or pursuant to applicable federal or state securities laws) to sell, assign, convey, transfer and deliver, assuming that the Company has consented to the Transaction, the Purchased Warrant, and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits will be transferred by Seller to Buyer free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Purchased Warrant will (i) pass good and marketable title to the Purchased Warrant to Buyer, free and clear of all Claims (assuming that Buyer is a bona fide purchaser within the meaning of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Warrant, subject, in the case of both (i) and (ii) of this sentence, to the terms thereof.