Common use of Ownership and Purchased Securities Clause in Contracts

Ownership and Purchased Securities. (i) CC Dutch Shredding owns the issued and outstanding Purchased Securities of Shred-it as set forth opposite its name on Appendix D. Such Purchased Securities are owned by CC Dutch Shredding as the registered and beneficial owner with a good title, free and clear of all Liens other than (A) prior to the Closing, as disclosed in Section 1(g)(i) of the CC Dutch Shredding Disclosure Letter, (B) those restrictions on transfer, if any, contained in the Constating Documents of Shred-it and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. Upon completion of the transactions contemplated by this Agreement, the applicable Purchaser shall have good and valid title to such Purchased Securities, free and clear of all Liens other than (A) those restrictions on transfer, if any, contained in the Constating Documents of Shred-it, (B) Liens granted by the Purchasers, and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. All of the Purchased Securities owned by CC Dutch Shredding have been issued in compliance with all Laws, including securities Laws. Shred-it is not a “reporting issuer” (as such term is defined in the Securities Act (Ontario)) and there is no published market for the Purchased Securities owned by CC Dutch Shredding. (ii) Other than this Agreement and as disclosed in Section Article 1(3)(ii) of the CC Dutch Shredding Disclosure Letter, the Purchased Securities of Shred-it owned by CC Dutch Shredding are not subject to any voting agreement or other Contract restricting or otherwise relating to the voting, dividend right or disposition of such Purchased Securities. At Closing, no Person will have any written or oral agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such, for: (i) the purchase or acquisition of any of the Purchased Securities owned by CC Dutch Shredding; or (ii) the purchase, acquisition, subscription, allotment or issuance of any unissued securities of Shred-it. (iii) None of the Purchased Securities owned by CC Dutch Shredding constitutes “taxable Canadian property” within the meaning of the Tax Act.

Ownership and Purchased Securities. (i) CC Dutch Shredding owns BHEPMI and each of the Option Participants own the issued and outstanding Purchased Securities of Shred-it Boost GP as set forth opposite its name on Appendix D. Such Purchased Securities are owned by CC Dutch Shredding BHEPMI and each Option Participant as the registered and beneficial owner with a good title, free and clear of all Liens other than (A) prior to the Closing, as disclosed in Section 1(g)(i) of the CC Dutch Shredding BHEPMI Disclosure Letter, (B) those restrictions on transfer, if any, contained in the Constating Documents of Shred-it Boost GP and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. Upon completion of the transactions contemplated by this Agreement, the applicable Purchaser shall have good and valid title to such Purchased Securities, free and clear of all Liens other than (A) those restrictions on transfer, if any, contained in the Constating Documents of Shred-itBoost GP, (B) Liens granted by the Purchasers, and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. All of the Purchased Securities owned by CC Dutch Shredding BHEPMI and each Option Participant have been issued in compliance with all Laws, including securities Laws. Shred-it Boost GP is not a “reporting issuer” (as such term is defined in the Securities Act (Ontario)) and there is no published market for the Purchased Securities owned by CC Dutch ShreddingBHEPMI. (ii) Other than this Agreement and as disclosed in Section Article 1(3)(ii) of the CC Dutch Shredding BHEPMI Disclosure Letter, the Purchased Securities of Shred-it Boost GP owned by CC Dutch Shredding BHEPMI and each Option Participant are not subject to any voting agreement or other Contract restricting or otherwise relating to the voting, dividend right or disposition of such Purchased Securities. At Closing, no Person will have any written or oral agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such, for: (i) the purchase or acquisition of any of the Purchased Securities owned by CC Dutch ShreddingBHEPMI or each Option Participant; or (ii) the purchase, acquisition, subscription, allotment or issuance of any unissued securities of Shred-itBoost GP. (iii) None of the Purchased Securities owned by CC Dutch Shredding BHEPMI or each Option Participant constitutes “taxable Canadian property” within the meaning of the Tax Act.

Ownership and Purchased Securities. (i) CC Dutch Shredding owns the issued and outstanding Purchased Securities of Boost GP and Shred-it as set forth opposite its name on Appendix D. Such Purchased Securities are owned by CC Dutch Shredding as the registered and beneficial owner with a good title, free and clear of all Liens other than (A) prior to the Closing, Closing as disclosed in on Section 1(g)(i) of the CC Dutch Shredding Disclosure Letter, (B) those restrictions on transfer, if any, contained in the Constating Documents of Boost GP and Shred-it it, and (C) any restrictions on transfer imposed by applicable provincial, state state, and/or federal securities laws. Upon completion of the transactions contemplated by this Agreement, the applicable Purchaser shall have good and valid title to such Purchased Securities, free and clear of all Liens other than (A) those restrictions on transfer, if any, contained in the Constating Documents of Boost GP and Shred-it, (B) Liens granted by the Purchasers, and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. All of the Purchased Securities owned by CC Dutch Shredding have been issued in compliance with all Laws, including securities Laws. Each of Boost GP and Shred-it is not a “reporting issuer” (as such term is defined in the Securities Act (Ontario)) and there is no published market for the Purchased Securities owned by CC Dutch Shredding. (ii) Other than this Agreement and as disclosed in Section Article 1(3)(ii1(3)(i) of the CC Dutch Shredding Disclosure Letter, the Purchased Securities of Boost GP and Shred-it owned by CC Dutch Shredding are not subject to any voting agreement or other Contract restricting or otherwise relating to the voting, dividend right or disposition of such Purchased Securities. At Closing, no Person will have any written or oral agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such, for: (i) the purchase or acquisition of any of the Purchased Securities owned by CC Dutch Shredding; or (ii) the purchase, acquisition, subscription, allotment or issuance of any unissued securities of Boost GP and Shred-it. (iii) None of the Purchased Securities owned by CC Dutch Shredding constitutes “taxable Canadian property” within the meaning of the Tax Act.

Ownership and Purchased Securities. (i) CC Dutch Shredding Each of the Boost Holdings Vendors owns the issued and outstanding Purchased Securities of Boost Holdings as set forth opposite its name on Appendix D, which Purchased Securities are all of the issued and outstanding securities of Boost Holdings. Each of the Management Shareholders owns the issued and outstanding Purchased Securities of Shred-it as set forth opposite its name on Appendix D. Such Purchased Securities are owned by CC Dutch Shredding each Boost Holdings Vendor as the registered and beneficial owner with a good title, free and clear of all Liens other than (A) prior to the Closing, as disclosed in Section 1(g)(i1(h)(i) of the CC Dutch Shredding Boost Holdings Vendors Disclosure Letter, (B) those restrictions on transfer, if any, contained in the Constating Documents of Shred-it Boost Holdings and (C) any restrictions on transfer imposed by applicable provincial, state and/or federal securities laws. Upon Each Boost Holdings Vendor represents, with respect to the Purchased Securities set forth opposite its name in Appendix D, that upon completion of the transactions contemplated by this Agreement, the applicable Purchaser shall have good and valid title to such Purchased Securities, free and clear of all Liens other than (A) those restrictions on transfer, if any, contained in the Constating Documents of Shred-itBoost Holdings, (B) Liens granted by the Purchasers, and (C) any restrictions on transfer contained in the Constating Documents of Boost Holdings or imposed by applicable provincial, state and/or federal securities laws. All of the Purchased Securities owned by CC Dutch Shredding the Boost Holdings Vendors have been issued in compliance with all Laws, including securities Laws. Shred-it Boost Holdings is not a “reporting issuer” (as such term is defined in the Securities Act (Ontario)) and there is no published market for the Purchased Securities owned by CC Dutch Shreddingthe Boost Holdings Vendors. (ii) Other than this Agreement and as disclosed in Section Article 1(3)(ii) of the CC Dutch Shredding Boost Holdings Vendors Disclosure Letter, the Purchased Securities of Shred-it Boost Holdings owned by CC Dutch Shredding each of the Boost Holdings Vendors are not subject to any voting agreement or other Contract restricting or otherwise relating to the voting, dividend right rights or disposition of such Purchased Securities. At Closing, no Person will have any written or oral agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such, for: (iA) the purchase or acquisition of any of the Purchased Securities owned by CC Dutch Shreddingany of the Boost Holdings Vendors; or (iiB) the purchase, acquisition, subscription, allotment or issuance of any unissued securities of Shred-itBoost Holdings. (iii) None There is no non-resident of Canada to whom the Purchased Securities owned by CC Dutch Shredding constitutes of Boost Holdings would be “taxable Canadian property” within the meaning of the Tax Act.