Common use of Ownership of Parent Shares Clause in Contracts

Ownership of Parent Shares. On the date hereof, the Shareholder is the record and beneficial owner of the Parent Shares set forth opposite the Shareholder’s name on Schedule A hereto, free and clear of any limitation or restriction on the Shareholder’s right to vote the Parent Shares or otherwise comply with its obligations under this Agreement. The Shareholder does not own, of record or beneficially, any shares of capital stock of Parent, or other rights to acquire shares of capital stock of Parent, in each case other than the Parent Shares. Other than (a) restrictions in favor of Buyer pursuant to this Agreement, (b) such transfer restrictions of general applicability as may be provided under the Securities Act or the “blue sky” Laws of the various states of the United States and (c) any restrictions contained in the organizational documents of Parent (i) the Shareholder has, and at any stockholder meeting of Parent held during the Agreement Term to vote regarding the Required Parent Vote, including at any adjournment or postponement thereof, the Shareholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to the matters set forth in Section 1.1 in respect of all of the Parent Shares of the Shareholder, (ii) none of the Shareholder’s Subject Shares is subject to any voting trust, pledge, disposition, transfer or other agreement, arrangement or restriction with respect to the voting of the Subject Shares and (iii) no proxies have been given in respect of any or all of such Parent Shares, other than proxies which have been validly revoked prior to the date hereof.

Ownership of Parent Shares. On the date hereof, the Such Shareholder is the holder of record or beneficially owns (and beneficial owner will be the holder of record or beneficially own as of the date of the Parent Shareholder Meeting, unless any Existing Shares are Transferred pursuant to Section 6(a) hereof) the Existing Shares set forth opposite the such Shareholder’s name on Schedule A heretoA, free and clear which Existing Shares represent the percentage of any limitation or restriction on the outstanding voting power of Parent also set forth opposite such Shareholder’s right to vote the Parent name on Schedule A. Such Shareholder has and unless any Existing Shares or otherwise comply with its obligations under this Agreement. The Shareholder does not own, of record or beneficially, any shares of capital stock of Parent, or other rights to acquire shares of capital stock of Parent, in each case other than the Parent Shares. Other than (a) restrictions in favor of Buyer are Transferred pursuant to Section 6(a) hereof, will have at all times through the termination of this AgreementAgreement sole voting power, (b) such transfer restrictions sole power of general applicability as may be provided under the Securities Act or the “blue sky” Laws of the various states of the United States and (c) any restrictions contained in the organizational documents of Parent (i) the Shareholder hasdisposition, sole power to demand, and at any stockholder meeting of Parent held during the Agreement Term sole power to vote regarding the Required Parent Vote, including at any adjournment or postponement thereof, the Shareholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power issue instructions with respect to the matters set forth in Section 1.1 in respect of 7 hereof, and sole power to agree to all of the Parent Shares of the Shareholdermatters set forth in this Agreement, (ii) none of the Shareholder’s Subject Shares is subject to any voting trust, pledge, disposition, transfer or other agreement, arrangement or restriction in each case with respect to the voting Existing Shares set forth opposite such Shareholder’s name on Schedule A and any other Securities, with no limitations, qualifications or restrictions on such power, subject to applicable securities Laws and the terms of this Agreement. None of the Subject Existing Shares and (iii) no proxies have been given in respect of such Shareholder is the subject of any lien, encumbrance, commitment, voting arrangement, undertaking or all agreement, contingent or otherwise, the terms of which relate to or could give rise to the Transfer of any Existing Shares or would affect in any way the ability of such Parent Shares, other than proxies which have been validly revoked prior Shareholder to perform its obligations as set out in this Agreement. Such Shareholder has not appointed or granted any proxy that would materially impair the date hereofability of such Shareholder to perform its obligations under this Agreement.