Common use of Ownership of Shares; Total Shares Clause in Contracts

Ownership of Shares; Total Shares. As of the date hereof, such Supporting Holder is the record and beneficial owner of all of such Supporting Holder’s Subject Shares and has good and marketable title to all of such Supporting Holder’s Subject Shares, free and clear of any Liens, except for any such Lien that may be imposed pursuant to (i) this Agreement, (ii) any Lockup Agreement entered into by and between such Supporting Holder, SPAC and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws and (iv) the Organizational Documents of the Company or the Shareholders Agreement (collectively, “Permitted Encumbrances”). As of the date hereof, the Subject Shares listed on Schedule A opposite such Supporting Holder’s name (collectively, the “Securities”) constitute all of the shares of Company Common Stock, and any other Equity Securities of the Company owned of record or beneficially owned by such Supporting Holder, and such Supporting Holder does not beneficially own or have the power to vote any other shares of capital stock or other Equity Securities of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dune Acquisition Corp), Support Agreement (Dune Acquisition Corp)

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Ownership of Shares; Total Shares. As of the date hereof, such Such Supporting Holder is the record and beneficial owner of all of such Supporting Holder’s Subject Shares and has good and marketable title to all of such Supporting Holder’s Subject Shares, free and clear of any LiensEncumbrances, except for any such Lien Restriction that may be imposed pursuant to (i) this Agreement, (ii) any Lockup Lock-Up Agreement entered into by and between such Supporting Holder, SPAC STPC and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws and (iv) the Organizational Company Governing Documents of the Company or the Shareholders Agreement (collectively, “Permitted Encumbrances”). As of the date hereof, the Subject Shares The equity securities listed on Schedule A opposite such Supporting Holder’s name (collectively, the “Securities”) constitute all of the shares of Company Common Shares, Company Preferred Stock, and any other Equity Securities securities of the Company owned of record or beneficially owned by such Supporting Holder, as of the date hereof and such Supporting Holder does not beneficially own or have the power to vote any other shares of capital stock or other Equity Securities equity securities of the Company.

Appears in 1 contract

Samples: Support Agreement (Star Peak Corp II)

Ownership of Shares; Total Shares. As of the date hereof, such Supporting Holder is the record and beneficial owner of all of such Supporting Holder’s Subject Shares and has good and marketable title to all of such Supporting Holder’s Subject Shares, free and clear of any Liens, except for any such Lien that may be imposed pursuant to (i) this Agreement, (ii) any Lockup Agreement entered into by and between such Supporting Holder, SPAC and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws and (iv) the Organizational Documents of the Company or the Shareholders Agreement (collectively, “Permitted Encumbrances”). As of the date hereof, the Subject Shares listed on Schedule A opposite such Supporting Holder’s name (collectively, the “Securities”) constitute all of the shares of Company Common Stock, and any other Equity Securities of the Company owned of record or beneficially owned by such Supporting Holder, and such Supporting Holder does not beneficially own or have the power to vote any other shares of capital stock or other Equity Securities of the Company.

Appears in 1 contract

Samples: Support Agreement (Aries I Acquisition Corp.)

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Ownership of Shares; Total Shares. As of the date hereof, such Such Supporting Holder is the record and beneficial owner of all of such Supporting Holder’s Subject Shares and has good and marketable title to all of such Supporting Holder’s Subject Shares, free and clear of any LiensEncumbrances, except for any such Lien Restriction that may be imposed pursuant to (i) this Agreement, (ii) any Lockup Lock-Up Agreement entered into by and between such Supporting Holder, SPAC STPK and the Company, (iii) any applicable restrictions on transfer under applicable securities Laws and (iv) the Organizational Company Governing Documents of the Company or the Shareholders Agreement (collectively, “Permitted Encumbrances”). As of the date hereof, the Subject Shares The Equity Securities listed on Schedule A opposite such Supporting Holder’s name (collectively, the “Securities”) constitute all of the shares of Company Common Shares, Company Preferred Stock, and any other Equity Securities securities of the Company owned of record or beneficially owned by such Supporting Holder, as of the date hereof and such Supporting Holder does not beneficially own or have the power to vote any other shares of capital stock or other Equity Securities of the Company.

Appears in 1 contract

Samples: Support Agreement (Star Peak Energy Transition Corp.)

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