Common use of Shareholder Power and Authority; Ownership Clause in Contracts

Shareholder Power and Authority; Ownership. (a) The Seller is an adult individual with full power and authority to own his properties, to manage his fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller is not subject to any legal disability which would prevent him from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller or his assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller is a party constitutes the legal, valid and binding obligations of the Seller, enforceable against him in accordance with their respective terms, subject to the Enforceability Limitations. (c) The Seller owns that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of Whitbread. The Seller has good and marketable title to all of the Shares set forth on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each BCG Shareholder is an adult individual with full unrestricted right, capacity, power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his or her obligations hereunder and thereunder. The Seller No BCG Shareholder is not subject to any legal disability which or any other restriction that would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any BCG Shareholder or his or her assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller any BCG Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller is a party constitutes BCG Shareholders are parties constitute the legal, valid and binding obligations of the SellerBCG Shareholders, enforceable against him the BCG Shareholders in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and public policy limitations. (c) The Seller Each BCG Shareholder owns that number of Shares set forth in Schedule 5.1(c) 4.2(c), which constitutes in the aggregate constitute all of the issued and outstanding capital stock of WhitbreadBCG. The Seller Each BCG Shareholder has good and marketable title to all of the Shares set forth opposite such BCG Shareholder's name on Schedule 5.1(c4.2(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Each BCG Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each BCG Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each PDI Shareholder is an adult individual with full power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller No PDI Shareholder is not subject to any legal disability which would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any PDI Shareholder or his or her assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller such PDI Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller such PDI Shareholder is a party constitutes the legal, valid and binding obligations of the Sellersuch PDI Shareholder, enforceable against him such PDI Shareholder in accordance with their his respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller Each PDI Shareholder owns that number of Shares set forth in Schedule 5.1(c) ), which constitutes in the aggregate constitute all of the issued and outstanding capital stock of WhitbreadPDI. The Seller Each PDI Shareholder has good and marketable title to all of the Shares set forth opposite such PDI Shareholder's name on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Each PDI Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each PDI Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each BBT Shareholder is an adult individual with full power and authority to own his properties, to manage his fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller No BBT Shareholder is not subject to any legal disability which would prevent him from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any BBT Shareholder or his assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller any BBT Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements to which the BBT Shareholders are parties, or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller is a party constitutes BBT Shareholders are parties constitute the legal, valid and binding obligations of the SellerBBT Shareholders, enforceable against him the BBT Shareholders in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller Each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx owns that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of Whitbreadon SCHEDULE 4.2(C). The Seller Each BBT Shareholder has good and marketable title to all of the Shares set forth opposite such BBT Shareholder’s name on Schedule 5.1(cSCHEDULE 4.2(C), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind, except for restrictions on transfer imposed by (i) a shareholder agreement among the BBT Shareholders that will terminate by its own terms at the Effective Time, and (ii) federal or state securities laws. The Seller Each BBT Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each BBT Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Majority DCG Shareholder is an adult individual with full power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller Majority Shareholder is not subject to any legal disability which would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller Majority DCG Shareholder or his assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller Majority DCG Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller Majority DCG Shareholder is a party constitutes the legal, valid and binding obligations of the SellerMajority DCG Shareholder, enforceable against him the Majority DCG Shareholder in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller Majority DCG Shareholder owns that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of Whitbread). The Seller Majority DCG Shareholder has good and marketable title to all of the Shares set forth on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Majority DCG Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Majority DCG Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each of the Sellers is an adult individual with full power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his or her obligations hereunder and thereunder. The Seller Neither of the Sellers is not subject to any legal disability which would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the any Seller or his any of their assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against any of the Seller Sellers seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which any of the Seller Sellers is a party constitutes constitute the legal, valid and binding obligations of the each such Seller, enforceable against him each of them, as the case may be, in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller owns Sellers own that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of WhitbreadData Road. The Seller has Sellers have good and marketable title to all of the Shares set forth on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller has Sellers have full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Sellers hereby waiveswaive, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each BBT Shareholder is an adult individual with full power and authority to own his properties, to manage his fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller No BBT Shareholder is not subject to any legal disability which would prevent him from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any BBT Shareholder or his assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller any BBT Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements to which the BBT Shareholders are parties, or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller is a party constitutes BBT Shareholders are parties constitute the legal, valid and binding obligations of the SellerBBT Shareholders, enforceable against him the BBT Shareholders in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller Each of Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxxxx owns that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of Whitbreadon SCHEDULE 4.2(C). The Seller Each BBT Shareholder has good and marketable title to all of the Shares set forth opposite such BBT Shareholder's name on Schedule 5.1(cSCHEDULE 4.2(C), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind, except for restrictions on transfer imposed by (i) a shareholder agreement among the BBT Shareholders that will terminate by its own terms at the Effective Time, and (ii) federal or state securities laws. The Seller Each BBT Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each BBT Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each BCG Shareholder is an adult individual with full unrestricted right, capacity, power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his or her obligations hereunder and thereunder. The Seller No BCG Shareholder is not subject to any legal disability which or any other restriction that would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any BCG Shareholder or his or her assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller any BCG Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller is a party constitutes BCG Shareholders are parties constitute the legal, valid and binding obligations of the SellerBCG Shareholders, enforceable against him the BCG Shareholders in accordance with their respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and public policy limitations. (c) The Seller Each BCG Shareholder owns that number of Shares set forth in Schedule 5.1(c) 4.2(c), which constitutes in the aggregate constitute all of the issued and outstanding capital stock of WhitbreadBCG. The Seller Each BCG Shareholder has good and marketable title to all of the Shares set forth opposite such BCG Shareholder’s name on Schedule 5.1(c4.2(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Each BCG Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each BCG Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Each PDI Shareholder is an adult individual with full power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller No PDI Shareholder is not subject to any legal disability which would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller any PDI Shareholder or his or her assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller such PDI Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller such PDI Shareholder is a party constitutes the legal, valid and binding obligations of the Sellersuch PDI Shareholder, enforceable against him such PDI Shareholder in accordance with their his respective terms, subject to the Enforceability Limitationsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) The Seller Each PDI Shareholder owns that number of Shares set forth in Schedule 5.1(c) ), which constitutes in the aggregate constitute all of the issued and outstanding capital stock of WhitbreadPDI. The Seller Each PDI Shareholder has good and marketable title to all of the Shares set forth opposite such PDI Shareholder’s name on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Each PDI Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Each PDI Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.

Shareholder Power and Authority; Ownership. (a) The Seller Majority DCG Shareholder is an adult individual with full power and authority to own his or her properties, to manage his or her fiscal affairs and to enter into this Agreement and each of the Related Agreements to which he or she is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. The Seller Majority Shareholder is not subject to any legal disability which would prevent him or her from performing under this Agreement or any Related Agreement, and no order has been entered appointing a receiver for the Seller Majority DCG Shareholder or his assets. There is no claim, action, suit or proceeding (including, without limitation, current investigations by governmental agencies) pending against the Seller Majority DCG Shareholder seeking to enjoin the execution and delivery of this Agreement, the Related Agreements or consummation of the transactions contemplated hereby or thereby. (b) This Agreement and each of the Related Agreements to which the Seller Majority DCG Shareholder is a party constitutes the legal, valid and binding obligations of the SellerMajority DCG Shareholder, enforceable against him the Majority DCG Shareholder in accordance with their respective terms, subject to the Enforceability Limitations.applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). 31 (c) The Seller Majority DCG Shareholder owns that number of Shares set forth in Schedule 5.1(c) which constitutes all of the issued and outstanding capital stock of Whitbread). The Seller Majority DCG Shareholder has good and marketable title to all of the Shares set forth on Schedule 5.1(c), free and clear of all Encumbrances and restrictions, legal or equitable, of every kind. The Seller Majority DCG Shareholder has full and unrestricted legal right, power, and authority to sell, assign, and transfer the Shares without obtaining the consent or approval of any other person, entity, or governmental authority and the delivery of the Shares to the Buyer Parent pursuant to this Agreement will transfer valid title thereto, free and clear of all Encumbrances, claims, and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws. The Seller Majority DCG Shareholder hereby waives, as of the Closing Date, all rights that exist pursuant to all shareholder agreements and other contractual rights or charter document provisions relating to the transferability of his their respective Shares, as and to the extent necessary to permit the consummation of the transactions provided for herein.