Common use of Ownership of Securities Clause in Contracts

Ownership of Securities. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company set forth under Holder’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the Shares and other securities of the Company set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder Xxxxxx has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company set forth under HolderXxxxxx’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws laws or the Company’s Organizational Documents, in each case as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderXxxxxx. Except for the Shares and other securities of the Company set forth under HolderXxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder Xxxxxx has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company set forth under HolderXxxxxx’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderXxxxxx. Except for the Shares and other securities of the Company set forth under HolderXxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder Xxxxxx has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company set forth under HolderXxxxxx’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or Laws, the Company’s Organizational DocumentsDocuments or the Stockholders’ Agreement, in each case as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderXxxxxx. Except for the Shares and other securities of the Company set forth under HolderXxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company KAVL set forth under Holder’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws laws or the CompanyKAVL’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderHxxxxx. Except for the Shares and other securities of the Company KAVL set forth under HolderHxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the CompanyKAVL, (ii) securities of the Company KAVL having the right to vote on any matters on which the holders of equity securities of the Company KAVL may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company KAVL or (iii) options, warrants or other rights to acquire from the Company KAVL any equity securities or securities convertible into or exchangeable for equity securities of the CompanyKAVL.

Ownership of Securities. As Following the consummation of the date hereofReorganization, the Holder has shall have beneficial ownership over the type and number of the Shares shares of Company Stock and, to the extent applicable, the other securities (into which or for which any or all of the Shares may be changed or exchanged into) issued by the Company set forth under the Holder’s name on the signature page hereto (collectively, the “Securities”), is be the lawful owner of such Securities, has have the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has have good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, Documents as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by the Holder pursuant to arrangements made by the Holder. Except for the Shares and other securities Securities of the Company set forth under the Holder’s name on the signature page hereto, as following the consummation of the date of this AgreementReorganization, the Holder is shall not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company Company, or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by Company Convertible Notes (the Company “Notes,” and together with the Shares, the “Securities”), set forth under Holder’s name on the signature page hereto (collectively, the “Securities”)hereto, is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such the Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by Holder. Except for the Shares Shares, the Notes and other securities of the Company set forth under Holder’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, such Holder has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by Company Convertible Instruments (collectively, the Company “Securities”) set forth under such Holder’s name on the signature page hereto (collectively, the “Securities”)hereto, is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such the Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Holder pursuant to arrangements made by such Holder. Except for the Shares Shares, the Company Convertible Instruments and other securities of the Company set forth under such Holder’s name on the signature page hereto, as of the date of this Agreement, such Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

Ownership of Securities. As of the date hereof, Holder Hxxxxx has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company CHC set forth under HolderHxxxxx’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws laws or the CompanyCHC’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderHxxxxx. Except for the Shares and other securities of the Company CHC set forth under HolderHxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the CompanyCHC, (ii) securities of the Company CHC having the right to vote on any matters on which the holders of equity securities of the Company CHC may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company CHC or (iii) options, warrants or other rights to acquire from the Company CHC any equity securities or securities convertible into or exchangeable for equity securities of the CompanyCHC.

Ownership of Securities. As of the date hereof, Holder The Sponsor has beneficial ownership over the type and number all of the Founder Shares and, to and Purchaser Private Warrants described in the extent applicable, the other securities issued by the Company set forth under Holder’s name on the signature page recitals hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights)Securities, and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by the Merger Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereofInsider Letter. There are no claims for finder’s fees or brokerage commission commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder the Sponsor pursuant to arrangements made by Holderthe Sponsor. Except for the Founder Shares and other securities of Purchaser Private Warrants described in the Company set forth under Holder’s name on the signature page recitals hereto, as of the date of this Agreement, Holder Sponsor is not a beneficial owner or record holder of any: (i) equity securities of the CompanyPurchaser, (ii) securities of the Company Purchaser having the right to vote on any matters on which the holders of equity securities of the Company Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company Purchaser, or (iii) options, warrants or other rights to acquire from the Company Purchaser any equity securities or securities convertible into or exchangeable for equity securities of the CompanyPurchaser.

Ownership of Securities. As of the date hereof, Holder Such Insider has beneficial ownership over the type and number all of the its respective Insider Shares and, to the extent applicable, the other securities issued by the Company set forth under Holder’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights)Securities, and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by the Business Combination Agreement, this Agreement, the other Ancillary Documents, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereofInsider Letter. There are no claims for finder’s fees or brokerage commission commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder such Insider pursuant to arrangements made by Holdersuch Insider. Except for the Insider Shares and other securities of the Company set forth under Holder’s name on the signature page heretorelated rights, as of the date of this Agreement, Holder such Insider is not a beneficial owner or record holder of any: (i) equity securities of the CompanyPurchaser, (ii) securities of the Company Purchaser having the right to vote on any matters on which the holders of equity securities of the Company Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company Purchaser, or (iii) options, warrants or other rights to acquire from the Company Purchaser any equity securities or securities convertible into or exchangeable for equity securities of the CompanyPurchaser.

Ownership of Securities. As of the date hereof, Holder Xxxxxx has beneficial ownership over the type and number of the Shares and, to the extent applicable, the other securities issued by the Company Company, set forth under HolderXxxxxx’s name on the signature page hereto (collectively, the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made by HolderXxxxxx. Except for the Shares and other securities of the Company Securities set forth under HolderXxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.