Common use of Only Shares Clause in Contracts

Only Shares. The Stockholders are the beneficial owners of all of the Shares. On the date hereof, the Shares constitute all of the shares of Common Stock of the Company owned of record or beneficially owned by the Stockholders other than Stock Options (as defined in the Merger Agreement). The Stockholders have sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights (subject to applicable securities laws). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any Stockholder is settlor or trustee or any other person whose consent is required for the execution, delivery and performance of this Agreement or the consummation by the Stockholders of the transactions contemplated hereby.

Only Shares. The Stockholders Stockholder Parties are the beneficial owners (as defined in Section 9.17(b) of the Merger Agreement) of all of the Shares. On the date hereof, the Shares constitute all of the shares of Common Stock of the Company owned of record or beneficially owned by the Stockholders other than Stock Options (as defined in the Merger Agreement)Stockholder Parties. The Stockholders Stockholder Parties have sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such rights (subject to applicable securities laws). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which any the Stockholder is Parties are settlor or trustee or any other person whose consent is required for the execution, delivery and performance of this Agreement or the consummation by the Stockholders Stockholder Parties of the transactions contemplated hereby.