Common use of Ownership of the Covered Shares Clause in Contracts

Ownership of the Covered Shares. (a) The Stockholder is, as of the Agreement Date and, with respect to any Covered Shares acquired after the Agreement Date, will be as of the date of such acquisition, the beneficial or record owner of such Stockholder’s Owned Shares, free and clear of any and all Liens, other than those (i) created or permitted by this Agreement, (ii) arising under applicable securities laws or (iii) as disclosed on Schedule A hereto, and (b) the Stockholder has sole voting power over all of such Owned Shares and Covered Shares, respectively, beneficially owned by the Stockholder. The Stockholder has not entered into any agreement to Transfer any Covered Shares. As of the Agreement Date, the Stockholder does not own, beneficially or of record, any shares of Company Common Stock or other Equity Securities of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Common Stock (including pursuant to any 2026 Convertible Notes) or other Equity Securities of the Company) other than the Owned Shares held by such Stockholder. Neither the Stockholder or any of its Affiliates has entered into (i) any voting agreement, voting trust or other similar agreement with respect to such Stockholder’s Covered Shares, (ii) a proxy or power of attorney with respect to such Stockholder’s Covered Shares which is inconsistent with the obligations of such Stockholder pursuant to this Agreement or (iii) any Contract or agreement that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.

Ownership of the Covered Shares. (a) The Each Stockholder is, as of the Agreement Date and, with respect to any Covered Shares acquired after the Agreement Date, will be as of the date of such acquisitionhereof, the beneficial or record owner of such Stockholder’s Owned Covered Shares, free and clear of any and all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than those (i) created or permitted by this Agreement, (ii) arising under applicable securities laws or (iii) as disclosed on Schedule A hereto, Agreement and (b) the each Stockholder has sole voting power over all of such Owned the Covered Shares and Covered Shares, respectively, beneficially owned by the each Stockholder. The Each Stockholder has not entered into any agreement to Transfer any Covered Shares. As of the Agreement Datedate hereof, the Stockholder does Stockholders do not own, beneficially or of record, any shares of Company Common Stock or other Equity Securities voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Common Stock (including pursuant to any 2026 Convertible Notes) or other Equity Securities voting shares of the Company) other than the Owned Shares held Shares. Any additional Company Securities acquired by such the Stockholders after the date hereof and prior to the Expiration Time will be owned beneficially or of record by the Stockholder, free and clear of any Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than those created by this Agreement. Neither Each Stockholder has and will have at all times through the Stockholder or any of its Affiliates has entered into (i) any Expiration Time sufficient rights and powers over voting agreement, voting trust or other similar agreement and disposition with respect to such Stockholder’s the matters set forth in Section 2 and Section 3, and to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Covered Shares, (ii) a proxy with no other limitations, qualifications or power restrictions on such rights, in each case, subject to the terms of attorney with respect to such Stockholder’s this Agreement. All of the Covered Shares which is inconsistent with are, as of the obligations of such Stockholder pursuant to this Agreement or (iii) any Contract or agreement that would interfere withdate hereof, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreementheld directly by the Stockholders.