Common use of Ownership of Principal Shareholder Shares Clause in Contracts

Ownership of Principal Shareholder Shares. The Existing Equity Rights of such Principal Shareholder and all certificates representing such Existing Equity Rights are now, and at all times while this Agreement is in effect will be, held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder has good and marketable title to such Existing Equity Rights, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder, other than, with respect to any Principal Shareholder, those agreements set forth on Schedule A opposite such Principal Shareholder's name, all of which agreements (including the Support Agreement, dated as of October 7, 2005, among GFC Holding Corp., GFC Enterprises, Inc. and the principal Shareholders (the "Sun Support Agreement")) have been terminated prior to the date hereof. All Principal Shareholder Shares acquired hereafter by such Principal Shareholder shall at all times while this Agreement is in effect be held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder shall at all time while this Agreement is in effect have good and marketable title to all such Principal Shareholder Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. Such Principal Shareholder does not own of record or beneficially any Outstanding Common Shares, any options or other rights to purchase shares of Company Common Stock or any rights exercisable for or convertible into shares of Company Common Stock, other than the Outstanding Common Shares and shares of Company Common Stock issuable upon the exercise of Company Stock Options, in each case set forth opposite such Principal Shareholder's name on Schedule A hereto. The Principal Shareholders own, in the aggregate, 41.5% of the Outstanding Common Shares and, assuming the options are exercised pursuant to Section 3(b)(1), over 39.6% of the shares of Company Common Stock on a Fully-Diluted Basis.

Ownership of Principal Shareholder Shares. The Existing Equity Rights of such Principal Shareholder and all certificates representing such Existing Equity Rights are now, and at all times while this Agreement is in effect will be, held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder has good and marketable title to such Existing Equity Rights, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder, other than, with respect to any Principal Shareholder, those agreements set forth on Schedule A opposite such Principal Shareholder's name, all of which agreements (including the Support Agreement, dated as of October 7, 2005, among GFC Holding Corp., GFC Enterprises, Inc. and the principal Shareholders (the "Sun Support Agreement")) have been terminated prior to the date hereof. All Principal Shareholder Shares acquired hereafter by such Principal Shareholder shall at all times while this Agreement is in effect be held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder shall at all time while this Agreement is in effect have good and marketable title to all such Principal Shareholder Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder, and other than, with respect to any Principal Shareholder, those agreements set forth on Schedule A opposite such Principal Shareholder's name, all of which agreements have been terminated as of the date hereof. Such Principal Shareholder does not own of record or beneficially any Outstanding Common Shares, any options or other rights to purchase shares of Company Common Stock or any rights exercisable for or convertible into shares of Company Common Stock, other than the Outstanding Common Shares and shares of Company Common Stock issuable upon the exercise of Company Stock Options, in each case set forth opposite such Principal Shareholder's name on Schedule A hereto. The Principal Shareholders own, in the aggregate, 41.5% of the Outstanding Common Shares and, assuming the options are exercised pursuant to Section 3(b)(1), over 39.6% of the shares of Company Common Stock on a Fully-Diluted Basis.

Ownership of Principal Shareholder Shares. The Existing Equity Rights of such Principal Shareholder and all certificates representing such Existing Equity Rights are now, and at all times while this Agreement is in effect will be, held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder has good and marketable title to such Existing Equity Rights, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder, other than, with respect to any Principal Shareholder, those agreements set forth on Schedule A opposite such Principal Shareholder's name, all of which agreements (including the Support Agreement, dated as of October 7, 2005, among GFC Holding Corp., GFC Enterprises, Inc. and the principal Shareholders (the "Sun Support AgreementSUN SUPPORT AGREEMENT")) have been terminated prior to the date hereof. All Principal Shareholder Shares acquired hereafter by such Principal Shareholder shall at all times while this Agreement is in effect be held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder shall at all time while this Agreement is in effect have good and marketable title to all such Principal Shareholder Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. Such Principal Shareholder does not own of record or beneficially any Outstanding Common Shares, any options or other rights to purchase shares of Company Common Stock or any rights exercisable for or convertible into shares of Company Common Stock, other than the Outstanding Common Shares and shares of Company Common Stock issuable upon the exercise of Company Stock Options, in each case set forth opposite such Principal Shareholder's name on Schedule SCHEDULE A hereto. The Principal Shareholders own, ---------- in the aggregate, 41.5% of the Outstanding Common Shares and, assuming the options are exercised pursuant to Section 3(b)(1), over 39.6% of the shares of Company Common Stock on a Fully-Diluted Basis.

Ownership of Principal Shareholder Shares. The Existing Equity Rights of such Principal Shareholder and all certificates representing such Existing Equity Rights are now, and at all times while this Agreement is in effect will be, held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder has good and marketable title to such Existing Equity Rights, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder, other than, with respect to any Principal Shareholder, those agreements set forth on Schedule A opposite such Principal Shareholder's name, all of which agreements (including the Support Agreement, dated as of October 7, 2005, among GFC Holding Corp., GFC Enterprises, Inc. and the principal Shareholders (the "Sun Support AgreementSUN SUPPORT AGREEMENT")) have been terminated prior to the date hereof. All Principal Shareholder Shares acquired hereafter by such Principal Shareholder shall at all times while this Agreement is in effect be held by such Principal Shareholder, or by a nominee or custodian for the benefit of such Principal Shareholder, and such Principal Shareholder shall at all time while this Agreement is in effect have good and marketable title to all such Principal Shareholder Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. Such Principal Shareholder does not own of record or beneficially any Outstanding Common Shares, any options or other rights to purchase shares of Company Common Stock or any rights exercisable for or convertible into shares of Company Common Stock, other than the Outstanding Common Shares and shares of Company Common Stock issuable upon the exercise of Company Stock Options, in each case set forth opposite such Principal Shareholder's name on Schedule SCHEDULE A hereto. The Principal Shareholders own, in the aggregate, 41.5% of ---------- the Outstanding Common Shares and, assuming the options are exercised pursuant to Section 3(b)(1), over 39.6% of the shares of Company Common Stock on a Fully-Diluted Basis.