Common use of Ownership of the Owned Shares Clause in Contracts

Ownership of the Owned Shares. (a) The Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares, all of which are free and clear of any Liens, other than those created by this Agreement, arising under applicable securities laws or that will be fully discharged and released prior to the Exchange Time. The Stockholder has the full legal right, power and authority to deliver the Rollover Shares to Parent pursuant to Section 3 of this Agreement. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares. The Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, the Stockholder has not entered into any agreement to Transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by the Stockholder.

Appears in 6 contracts

Samples: Tender and Support Agreement (Casalena Anthony), Tender and Support Agreement (Spaceship Purchaser, Inc.), Tender and Support Agreement (Spaceship Purchaser, Inc.)

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Ownership of the Owned Shares. (a) The Each Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Sharesshares set forth opposite its name on Exhibit A, all of which are free and clear of any Liensliens, other than those created by this Agreement, Agreement or arising under applicable securities laws or that will be fully discharged the Stockholders’ Agreement (the “Stockholders’ Agreement”) dated as of August 14, 2020, among the Company, Accenture, Accenture Holdings and released prior to the Exchange Time. The Disco (Guernsey) Holdings L.P., Inc. No Stockholder has the full legal right, power and authority to deliver the Rollover Shares to Parent pursuant to Section 3 of this Agreement. The Stockholder does not ownowns, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares. The Except as set forth on Exhibit A, such Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement and the Stockholders’ Agreement. As of the date hereof, the such Stockholder has not entered into any agreement to Transfer transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by the such Stockholder.

Appears in 4 contracts

Samples: Voting Agreement (Vista Equity Partners Fund Viii, L.P.), Voting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Voting Agreement (Vista Equity Partners Fund Viii, L.P.)

Ownership of the Owned Shares. (a) The Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares, all of which are free and clear of any Liens, other than those created by this Agreement, arising under applicable securities laws or that will be fully discharged and released prior to the Exchange Time. The Stockholder has the full legal right, power and authority to deliver the Rollover Shares to Parent pursuant to Section 3 2 of this Agreement. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares. The Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, the Stockholder has not entered into any agreement to Transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by the Stockholder.

Appears in 1 contract

Samples: Support Agreement (Squarespace, Inc.)

Ownership of the Owned Shares. (a) The Such Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares, all of which are free and clear of any Liensand all liens, other than those (i) created by the Cxxxxx Notes, (ii) created by this Agreement, Agreement or (iii) arising under applicable securities laws or that will be fully discharged and released prior to the Exchange Timelaws. The Such Stockholder has the full legal right, power and authority to deliver the Rollover Sponsor Shares to Parent pursuant to Section 3 of this Agreement2. The Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares. The Such Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, the except as contemplated by this Agreement, such Stockholder has not entered into any agreement to Transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by the such Stockholder.

Appears in 1 contract

Samples: Support Agreement (HireRight Holdings Corp)

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Ownership of the Owned Shares. (a) The Such Stockholder is, as of the date hereof, the record and beneficial owner of the Owned Shares, all of which are free and clear of any Liensand all liens, other than those (i) created by this Agreement, Agreement or (ii) arising under applicable securities laws or that will be fully discharged and released prior to the Exchange Timelaws. The Such Stockholder has the full legal right, power and authority to deliver the Rollover Sponsor Shares to Parent pursuant to Section 3 of this Agreement2. The Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares. The Such Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, the except as contemplated by this Agreement, such Stockholder has not entered into any agreement to Transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by the such Stockholder.

Appears in 1 contract

Samples: Support Agreement (HireRight Holdings Corp)

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