Ownership of the Subject Shares. Seller is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all the Subject Shares and has good and marketable title to all the Subject Shares free and clear of any encumbrances, liens, charges, levies, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (x) this Agreement, (y) the Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between Seller and the Company or (z) any applicable restrictions on transfer under the Securities Act of 1933, as amended, or any state securities Law. Upon the Closing, the Company (or its designee) will own the Subject Shares, free and clear of all Encumbrances.
Ownership of the Subject Shares. As of the date hereof, (i) the Stockholder is the lawful owner of its Subject Shares and has the sole power to vote (or cause to be voted) its Subject Shares and (ii) neither the Stockholder nor any controlled Affiliate of the Stockholder owns or holds any additional shares of any class of stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. The Stockholder has good and valid title to its Subject Shares free and clear of any and all Liens, proxies and voting agreements of any nature or kind whatsoever, other than those created by this Agreement.
Ownership of the Subject Shares. The Stockholder is the record or beneficial owner of its Existing Subject Shares, free and clear of any mortgage, lien, pledge, charge, encumbrance, security interest or other adverse claim. As of the date hereof, the Stockholder does not own, of record or beneficially, any shares of outstanding capital stock of the Company other than its Existing Subject Shares. The Stockholder has (a) sole power of disposition, (b) sole voting power (to the extent such securities have voting power) and (c) sole power to demand dissenter's or appraisal rights, in each case with respect to all of its Existing Subject Shares and with no restrictions on such rights. None of the Stockholder's Existing Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting of such Existing Subject Shares, except as contemplated by this Agreement. There are no agreements or arrangements of any kind, contingent or otherwise, obligating the Stockholder to Transfer or cause to be Transferred any of its Existing Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Existing Subject Shares.
Ownership of the Subject Shares. Such Stockholder is the beneficial owner and the owner of record of the Subject Shares. Such Stockholder does not own, beneficially or of record, any shares of capital stock of Del Monte or securities convertible or exchangeable for shares of capital stock of Del Monte, other than the Subject Shares. Such Stockholder has the sole right and power to vote and dispose of the Subject Shares and to vote the Voting Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Subject Shares, except for this Agreement or as disclosed in the Del Monte Disclosure Letter delivered in connection with the Merger Agreement.
Ownership of the Subject Shares. The Seller hereby represents and warrants to the Purchaser that such Seller is the true and lawful registered holders and beneficial owner of the Subject Shares, all of which shares are free and clear of all Encumbrances. Upon consummation of the Acquisition, the Purchaser will receive good and valid title to the Subject Shares, free and clear of all Encumbrances. Other than the rights and obligations arising under this Agreement, none of the Subject Shares is subject to any rights of any other Person to acquire the same. The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require it to sell, transfer, or otherwise dispose of the Subject Shares (other than pursuant to this Agreement) nor is it a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the Subject Shares.
Ownership of the Subject Shares. The Trustee is the legal owner of those of the Subject Shares which are being sold by him under this Agreement to the Partnership. He is holding such shares for the sole benefit of Xxxxxxx in accordance with a verbal trust agreement. Malik is the sole legal and beneficial owner of those of the Subject Shares which are being sold by him under this Agreement to the Partnership. The Subject Shares are transferred to the Partnership free and clear of any of any lien, claim, mortgage, charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third Party, easement, encroachment or encumbrance or any other right or adverse interest (“Liens”).
Ownership of the Subject Shares and subject claims shall pass to the purchaser with effect from the effective date.
Ownership of the Subject Shares. Sellers are the record and beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of all the Subject Shares and have good and marketable title to all the Subject Shares free and clear of any encumbrances, liens, charges, levies, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (a) this Agreement, (b) the Board Agreement or (c) any applicable restrictions on transfer under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities Law. Upon the Closing, (i) the Company will own the Subject Shares, free and clear of all Encumbrances, and (ii) Sellers will not beneficially own (as defined in Rule 13d-3) any shares of Common Stock, except for the Xxxxxx Pension Shares. No Seller has any pecuniary interest in the Xxxxxx Pension Shares, and no Seller intends to acquire any pecuniary interest in the Xxxxxx Pension Shares.
Ownership of the Subject Shares. The Stockholder is the beneficial owner and the owner of record of the Subject Shares. The Stockholder does not own, beneficially or of record, any shares of capital stock of GBC or securities convertible into or exchangeable for shares of capital stock of GBC, other than the Subject Shares. Except as set forth on Schedule 2.04, the Stockholder has the sole right and power to vote and dispose of the Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Subject Shares, except for this Agreement.
Ownership of the Subject Shares. As of the date hereof, Seller is the record owner of 21,700,232 shares of Class B Common Stock and 21,700,232 Opco Class A units and will be the record owner of any shares of Class A Common Stock issued by the Company upon redemption of such Opco Class A units and the simultaneous cancellation of the corresponding number of shares of Class B Common Stock pursuant to the terms of the Opco LLCA. Seller has good and marketable title to all such shares of Class B Common Stock and such Opco Class A Units, free and clear of any encumbrances, liens, charges, levies, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of the Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (x) this Agreement, (y) the Stockholders’ Agreement, dated as of September 15, 2021, by and among Seller, the Company and the other parties thereto or (z) any applicable restrictions on transfer under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities Law. Upon a Closing, the Company (or its designee) will own the applicable Subject Shares, free and clear of all Encumbrances.
