Common use of Ownership of Subject Shares; Total Shares Clause in Contracts

Ownership of Subject Shares; Total Shares. Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Except as set forth on Schedule A, such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, as provided hereunder or (ii) pursuant to any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities Stock of the Company owned (both beneficially owned and of record) by such Stockholder as of the date hereof. Except pursuant to the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s the Subject Shares and has good and marketable title to all of such Stockholder’s the Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, 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 stockholder in respect of such the Subject Shares (collectively, “Share Encumbrances”), except for any such Share Encumbrance that may be imposed pursuant to (ia) this Agreement, Agreement and (iib) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Share Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially Shares owned by such Stockholder Stockholder, beneficially or of record, as of the date hereof., and Stockholder and its Affiliates do not own, beneficially or of record, any restricted stock, restricted stock units, options, warrants or other rights to acquire Shares or any securities convertible into or exchangeable for Shares, unless otherwise set forth on Schedule A.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (ia) this Agreement, Agreement and (iib) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). For the avoidance of doubt, the fact that the Subject Shares are held in a margin account shall not be deemed to be an Encumbrance hereunder. The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities “voting stock” of the Company beneficially owned by of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the DGCL) as of the date hereoftime that the Company Board of Directors approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, Stock and any other securities of the Company Stock Options beneficially owned or owned of record by such Stockholder as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s the Subject Shares and has good and marketable title to all of such Stockholder’s the Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (ia) this Agreement, Agreement and (iib) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). For the avoidance of doubt, the fact that the Subject Shares are held in a margin account shall not be deemed to be an Encumbrance hereunder. The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities “voting stock” of the Company beneficially owned by of which the Stockholder is the “owner” (as such Stockholder terms are defined in Section 203 of the DGCL) as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, as provided hereunder or (ii) pursuant to any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities Stock of the Company beneficially owned by such Stockholder as of the date hereof. Except pursuant to the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, Company Restricted Shares and any other securities of the Company Options beneficially owned or owned of record by such Stockholder as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Stockholder As of the date hereof, Shareholder is the beneficial owner (as defined in Rule 13d-3 under or the Exchange Act) record holder of all of such StockholderShareholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions Encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”)Shares, except for (a) any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents law and (ivb) any community property interests under applicable Company Equity Plan or agreements evidencing grants thereunder Legal Requirements ((ia) through and (ivb), collectively, “Permitted Encumbrances”). The Subject Existing Shares listed on Schedule A opposite such StockholderShareholder’s name constitute all are the only shares of Company Common Stock owned beneficially or of record by Shareholder as of the date hereof. Other than the Subject Shares, as of the date hereof, Shareholder does not own, beneficially or of record, any shares of Company Common Stock, and Company Options or any other options to purchase or rights to subscribe for or otherwise acquire, directly or indirectly, any capital stock or other securities of the any Acquired Company beneficially owned by such Stockholder as and has no interest in or voting rights with respect to any capital stock or other securities of the date hereofany Acquired Company.

Ownership of Subject Shares; Total Shares. Such Except as set forth on Schedule A, such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, as provided hereunder or (ii) pursuant to any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, Stock owned (both beneficially and any other securities of the Company beneficially owned record) by such Stockholder as of the date hereof. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Except as set forth on Schedule A, the Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such the Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, as provided hereunder or (ii) pursuant to any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such the Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities Stock of the Company owned (both beneficially owned and of record) by such the Stockholder as of the date hereof. Except pursuant to the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Stockholder As of the date hereof, such Shareholder is the beneficial owner (as defined in Rule 13d-3 under or the Exchange Act) record holder of all of such StockholderShareholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions Encumbrances whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”)Shares, except for (a) any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents law and (ivb) any community property interests under applicable Company Equity Plan or agreements evidencing grants thereunder Legal Requirements ((ia) through and (ivb), collectively, “Permitted Encumbrances”). The Subject Existing Shares listed on Schedule A opposite such StockholderShareholder’s name constitute all are the only shares of Company Common Stock owned beneficially or of record by such Shareholder as of the date hereof. Other than the Subject Shares, as of the date hereof, such Shareholder does not own, beneficially or of record, any shares of Company Common Stock, and Company Options or any other options to purchase or rights to subscribe for or otherwise acquire, directly or indirectly, any capital stock or other securities of the any Acquired Company beneficially owned by such Stockholder as and has no interest in or voting rights with respect to any capital stock or other securities of the date hereofany Acquired Company.

Ownership of Subject Shares; Total Shares. Such Except as set forth on Exhibit B, such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, as provided hereunder or (ii) pursuant to any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities Stock of the Company owned (both beneficially owned and of record) by such Stockholder as of the date hereof. Except pursuant to the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities “voting stock” of the Company beneficially owned by of which such Stockholder is the “owner” (as such terms are defined in Section 203) as of the date hereoftime that the Board of Directors of the Company approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s 's Subject Shares and has good and marketable title to all of such Stockholder’s 's Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “"Encumbrances”"), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents Company's Amended and Restated Certificate of Incorporation or Bylaws, and (iv) any applicable Company Equity Stock Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “"Permitted Encumbrances”"). The Subject Shares listed on Schedule A opposite such Stockholder’s 's name constitute all of the shares of Company Common Stock, Company Options and Company Restricted Awards and any other securities of the Company beneficially owned by such Stockholder or by any trust, limited partnership or other entity directly or indirectly holding Subject Shares over which the applicable Stockholder exercises direct or indirect voting control, as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities “voting stock” of the Company beneficially owned by of which such Stockholder is the “owner” (as such terms are defined in Section 203 of the Delaware General Corporation Law) as of the date hereoftime that the board of directors of the Company approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such the Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (ia) this Agreement, Agreement and (iib) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). For the avoidance of doubt, the fact that the Subject Shares are held in a margin account shall not be deemed to be an Encumbrance hereunder. The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities “voting stock” of the Company beneficially owned by of which the Stockholder is the “owner” (as such Stockholder terms are defined in Section 203 of the DGCL) as of the date hereoftime that the Company Board of Directors approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, Stock and any other securities of the Company Options beneficially owned or owned of record by such Stockholder as of the date hereoftime that the Board approved the Merger Agreement.

Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and Company Stock Options and has good and marketable title to all of such Stockholder’s Subject Shares and Company Stock Options free and clear of any Liensliens, claims, proxies, voting trusts or agreements, options, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other material encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares and Company Stock Options (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, law (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”); provided that the Subject Shares held by each Stockholder that is a trust are owned beneficially by the beneficiary of such trust. The Subject Shares shares of Company Common Stock and Company Stock Options listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, Stock and any other securities of the Company Stock Options beneficially owned by such Stockholder as of the date hereof.