Title to Contributed Securities Clause Samples
Title to Contributed Securities. The Contributor is the holder of record and beneficial owner of the Contributed Securities, free and clear of all Liens, restrictions (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute) or other encumbrances of any kind, other than (i) restrictions on the offer and sale of securities under Federal and state securities laws and (ii) any restrictions on transfer and ownership imposed by the Organizational Documents of BNL and the Operating Company, as applicable.
Title to Contributed Securities. Such Investor has, and as of the Closing will have, sole record ownership of all of the securities of Holding or AGI, as the case may be, to be contributed to Holding hereunder pursuant to Section 1 hereof, free and clear of any Liens, other than (a) any restrictions on transfer arising under applicable securities laws solely by reason of the fact that such shares were issued pursuant to exemptions from registration under such securities laws, (b) in the case of any shares of AGI Stock contributed by ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 1(c) hereof, the Maranov Option as defined and more fully described in Section 3.3(b) of the Merger Agreement, (c) in the case of the shares of AGI Stock contributed pursuant to Section 1(c) hereof, restrictions pursuant to the Existing Shareholders Agreement of AGI, as defined and more fully described in Section 3.3(b) of the Merger Agreement, and (d) in the case of the shares of Old Preferred Stock, Old Voting Common Stock and Old Non-Voting Common Stock, and the Old Warrant, contributed pursuant to Section 1(a) and 1(b) hereof, restrictions pursuant to the Existing Stockholders' Agreement of Holding, provided that all of the Liens referred to in clauses (b) - (d) shall be terminated as of the Closing Date.