Common use of Restrictions on Transfer, Etc Clause in Contracts

Restrictions on Transfer, Etc. Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned Securities.

Restrictions on Transfer, Etc. Except as provided for herein, Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, Shares other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent MergerCo pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain jointly and severally liable for the breaches of by any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities Shares into any tender or exchange offer or otherwise or (iii) except as provided in Section 2.4 of this Agreement, grant any proxy with respect to the Owned Securities or Beneficially Owned SecuritiesShares, deposit the Owned Securities or Beneficially Owned Securities Shares into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities Shares or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect theretothereto (except for Transfers to Permitted Transferees as described in subclause (i) above). Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent MergerCo and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities Shares (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned SecuritiesShares.

Restrictions on Transfer, Etc. Except as provided for herein, Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, Shares other than any Transfer to members of Shareholder’s immediate family or family, a family trust of Shareholder or a charitable institution (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain jointly and severally liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities Shares into any tender or exchange offer or otherwise or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned SecuritiesShares, deposit the Owned Securities or Beneficially Owned Securities Shares into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities Shares or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities Shares (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned SecuritiesShares.

Restrictions on Transfer, Etc. Shareholder Except as provided for herein, each Stockholder agrees, from the date hereof until the Expiration Time, not to (ia) tender into any tender or exchange offer or otherwise directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, Shares other than (i) any Transfer to members of Shareholdersuch Stockholder’s immediate family or family, a family trust of Shareholder such Stockholder or a charitable institution (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent the Merger Cos pursuant to Section 6.1 hereofhereof or (ii) pursuant to open market regular way sales effected on the principal securities exchange on which Common Shares are then listed or admitted to trade in an amount not to exceed the number of Transferable Owned Shares specified on the signature page hereto; provided that with respect to Transfers pursuant to Section 2.3(a)(i), Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder with respect to Transfers pursuant to Section 2.3(a)(i), the assigning Stockholder shall remain jointly and severally liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer hereof or (iiib) grant any proxy proxies with respect to the such Stockholder’s Owned Securities or Beneficially Owned SecuritiesShares, deposit the such Stockholder’s Owned Securities or Beneficially Owned Securities Shares into a voting trust, enter into a voting agreement with respect to any of the such Stockholder’s Owned Securities or Beneficially Owned Securities Shares or otherwise restrict the ability of Shareholder such Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder Each Stockholder further agrees to authorize and request Parent each of the Merger Cos and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (Shares other than in respect of Transfers expressly permitted by this Section 2.3the Owned Shares subject to transfer under Sections 2.3(a)(i) and 2.3(a)(ii) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Shares. If so requested by the Merger Cos, each Stockholder agrees that the certificates representing Owned SecuritiesShares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2.4 of this Agreement, provided that the cost of placing such a legend on the certificates shall not be borne by any of the Stockholders.

Restrictions on Transfer, Etc. Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or As a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior condition precedent to the effectiveness issuance of the Transferany Warrant, the Permitted Transferee each Holder of such Owned Securities or Beneficially Owned Securities agrees in writing Warrant must agree to be bound by the terms hereof and provisions of this Agreement that are binding on Donald & Co. or any other Holder as if such Holder were a party to thxx Xxxeement, and each Holder of such Warrant must acknowledge that each Warrant issued to such Holder and the Warrant Securities issuable pursuant thereto have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and each prospective Holder shall agree not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of any Warrant or any Warrant Securities issued upon its exercise in the absence of (a) an agreement effective registration statement under the Securities Act as to the resale of such Warrant or such Warrant Securities and registration or qualification of such Warrant or such Warrant Securities for resale under any applicable Blue Sky or state securities law then in effect, or (b) an exemption from such registration and qualification and an opinion of Company's counsel to such effect. Each Warrant Certificate and each certificate or other instrument representing Warrant Securities issued upon the exercise of any Warrant may bear a legend substantially to the foregoing effect. As a condition precedent to the issuance thereof, each Holder of a Warrant must acknowledge and agree that is substantively identical to such Holder shall not, except as expressly set forth in this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered have any right to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and require the Company to notify register the Company’s transfer agent that there is a stop transfer order with respect to all resale of the Owned Warrant or any Warrant Securities issuable upon its exercise under the Securities Act or Beneficially Owned under any applicable state securities laws, nor, except as expressly set forth in this Agreement, shall such Holder have any right to include the Warrant or any Warrant Securities issuable upon its exercise as part of any registration statement otherwise filed by the Company under the Securities Act or any applicable state securities laws. As a condition precedent to the issuance thereof, each Holder of a Warrant must (other than x) represent and warrant to the Company that the Warrants are being acquired, and the Warrant Securities issuable upon exercise thereof will be acquired, by the Holder for investment for its, his or her own account and not with a view to or for sale in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on connection with any distribution thereof within the voting meaning of the Owned Securities Act or Beneficially Owned Securitiesany applicable state securities law, and (y) acknowledge that the Warrants and the Warrant Securities issued pursuant thereto constitute restricted securities under Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, and may have to be held indefinitely. As a condition precedent to the issuance thereof, each Holder of a Warrant must represent and warrant that it, he or she has the knowledge and experience in financial and business matters and is otherwise capable of evaluating the merits and risks of the investment in the Warrants and the Warrant Securities issuable upon exercise of the Warrants, is able to bear the economic risk of such investment, and is an accredited investor within the meaning of Regulation D promulgated pursuant to the Securities Act. As a condition precedent to the issuance thereof, each Holder of a Warrant must represent and warrant that it, he or she has had the opportunity to make inquiries of and obtain from representatives and employees of the Company such other information about the Company as he, she or it deems necessary in connection with such investment.

Restrictions on Transfer, Etc. Shareholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or As a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior condition precedent to the effectiveness issuance of the Transferany Warrant, the Permitted Transferee each Holder of such Owned Securities or Beneficially Owned Securities agrees in writing Warrant must agree to be bound by the terms hereof (and provisions of this Agreement that are binding on Sands Brothers or an agreement that is substantively identical any other Holder as if such Holder were a party to this Agreement) , and notice each Holder of such TransferWarrant must acknowledge that each Warrant issued to such Holder and the Warrant Shares or other securities (the "Warrant Securities") issuable pursuant thereto have not been registered under the Securities Act of 1933, including as amended (the name "Securities Act"), and address each prospective Holder shall agree not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of any Warrant or any Warrant Securities issued upon its exercise in the Permitted Transferee, is delivered absence of (a) an effective registration statement under the Securities Act as to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf resale of such minor children; Warrant or such Warrant Securities and providedregistration or qualification of such Warrant or such Warrant Securities for resale under any applicable Blue Sky or state securities law then in effect, further, that Shareholder shall remain liable for or (b) an exemption from such registration and qualification and an opinion of Company's counsel to such effect. Each Warrant Certificate and each certificate or other instrument representing Warrant Securities issued upon the breaches exercise of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect Warrant may bear a legend substantially to the Owned Securities or Beneficially Owned Securitiesforegoing effect. As a condition precedent to the issuance thereof, deposit the Owned Securities or Beneficially Owned Securities into each Holder of a voting trustWarrant must acknowledge and agree that such Holder shall not, enter into a voting agreement with respect except as expressly set forth in this Agreement, have any right to any of the Owned Securities or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and require the Company to notify register the Company’s transfer agent that there is a stop transfer order with respect to all resale of the Owned Warrant or any Warrant Securities issuable upon its exercise under the Securities Act or Beneficially Owned under any applicable state securities laws, nor, except as expressly set forth in this Agreement, shall such Holder have any right to include the Warrant or any Warrant Securities issuable upon its exercise as part of any registration statement otherwise filed by the Company under the Securities Act or any applicable state securities laws. As a condition precedent to the issuance thereof, each Holder of a Warrant must (other than x) represent and warrant to the Company that the Warrants are being acquired, and the Warrant Securities issuable upon exercise thereof will be acquired, by the Holder for investment for its, his or her own account and not with a view to or for sale in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on connection with any distribution thereof within the voting meaning of the Owned Securities Act or Beneficially Owned Securitiesany applicable state securities law, and (y) acknowledge that the Warrants and the Warrant Securities issued pursuant thereto constitute restricted securities under Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, and may have to be held indefinitely. As a condition precedent to the issuance thereof, each Holder of a Warrant must represent and warrant that it has the knowledge and experience in financial and business matters and is otherwise capable of evaluating the merits and risks of the investment in the Warrants and the Warrant Securities issuable upon exercise of the Warrants, is able to bear the economic risk of such investment, and is an accredited investor within the meaning of Regulation D promulgated pursuant to the Securities Act. As a condition precedent to the issuance thereof, each Holder of a Warrant must represent and warrant that it, he or she has had the opportunity to make inquiries of and obtain from representatives and employees of the Company such other information about the Company as he, she or it deems necessary in connection with such investment.

Restrictions on Transfer, Etc. Shareholder Except as provided for herein and other than the Transfer of the Foundation Shares as contemplated by the definition of Foundation Shares herein, Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer any Owned Securities or Beneficially Owned Securities, Shares other than any Transfer to members of ShareholderStockholder’s immediate family or family, a family trust of Shareholder Stockholder or a charitable institution (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent MergerCo pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder Stockholder shall remain jointly and severally liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities Shares into any tender or exchange offer or otherwise or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned SecuritiesShares, deposit the Owned Securities or Beneficially Owned Securities Shares into a voting trust, enter into a voting agreement with respect to any of the Owned Securities or Beneficially Owned Securities Shares or otherwise restrict the ability of Shareholder Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder Stockholder further agrees to authorize and request Parent MergerCo and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities Shares (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting of the Owned Securities or Beneficially Owned SecuritiesShares.

Restrictions on Transfer, Etc. Shareholder Each Consenting Creditor agrees, from and after the date hereof until the Expiration Timehereof, not to (i) directly or indirectly Transfer any Owned Securities Note or Beneficially Owned Securities, Loan or interest therein other than a Transfer that does not require registration under the Securities Act and in accordance with the terms of the Credit Agreement and the Indenture, as applicable, to (x) a transferee that is a Consenting Creditor or any Transfer to members of Shareholder’s immediate family Affiliate thereof or (y) a family trust of Shareholder (each transferee that represents that it is a “Permitted Transferee”)Qualified Institutional Buyer” within the meaning of Rule 144A under the Securities Act. Unless such Transfer is to a Consenting Creditor, but only if, in each case, prior such Transfer shall be pursuant to a privately negotiated transaction and the transferee shall execute and deliver to the effectiveness of Company a joinder agreement pursuant to which the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities transferee agrees in writing to be bound by the terms hereof (or of this Agreement as though it had been an agreement that is substantively identical to this Agreement) and notice of such Transferoriginal signatory hereto, including the name and address making of the Permitted Transfereerepresentations by the Consenting Creditors therein, is delivered including those in Sections 3.1(d) through 3.1(h). Any Transfer of any Note or Loan in violation of the foregoing shall be deemed ineffective to Parent pursuant Transfer any right to Section 6.1 hereofaccept or reject the Offer, which right shall remain with and be exercised only by the purported transferor. This Agreement shall in no way be construed to preclude any Consenting Creditor from acquiring additional Notes or Loans; provided that Transfers such Notes or Loans shall become subject to minor children the terms hereof as if such Notes or Loans had been held by such Consenting Creditor as of the date of this Agreement; provided further that any such Consenting Creditor acquiring additional Notes or Loans shall notify the Company of the amount of any such additional Notes or Additional Loans and Schedule A hereto shall be to their legal custodians who have updated accordingly. Nothing in this Agreement shall prohibit any Consenting Creditor from ordinary course pledges of Notes in a prime brokerage account. In addition, any transferee which is an entity that acquires Notes or Loans for the capacity and authority to purpose of facilitating trading in Notes or Loans shall not be bound by the terms hereof on behalf provisions of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the Owned Securities or Beneficially Owned Securities, deposit the Owned Securities or Beneficially Owned Securities into a voting trust, enter into a voting agreement this Agreement with respect to any of the Owned Securities Notes or Beneficially Owned Securities or otherwise restrict the ability of Shareholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (Loans held by it other than in respect of Transfers expressly permitted by this Section 2.3) and Notes or Loans that were acquired from a Consenting Creditor or that otherwise were subject to this Agreement places limits on (any such Notes or Loans held by it other than Notes or Loans that were acquired from a Consenting Creditor or that otherwise were subject to this Agreement, the voting of “Excluded Notes” or “Excluded Loans,” as the Owned Securities or Beneficially Owned Securitiescase may be).

Restrictions on Transfer, Etc. Shareholder Except as provided for herein, as contemplated by the Merger Agreement and the Equity Rollover Commitments with respect to the rollover of Shares of certain Stockholders and except for Permitted Encumbrances, each Stockholder severally and not jointly agrees, from the date hereof until the Expiration Timethis Agreement is terminated pursuant to Section 5.1, not to (i) directly or indirectly Transfer any Owned Securities Shares or Beneficially Owned Securities, other than any Transfer to members of Shareholder’s immediate family or a family trust of Shareholder (each a “Permitted Transferee”), but only if, in each case, prior to the effectiveness of the Transfer, the Permitted Transferee of such Owned Securities or Beneficially Owned Securities agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement) and notice of such Transfer, including the name and address of the Permitted Transferee, is delivered to Parent pursuant to Section 6.1 hereof; provided that Transfers to minor children shall be to their legal custodians who have the capacity and authority to be bound by the terms hereof on behalf of such minor children; and provided, further, that Shareholder shall remain liable for the breaches of any Permitted Transferees of the terms hereof, (ii) tender any Owned Securities or Beneficially Owned Securities into any tender or exchange offer or (iii) grant any proxy with respect to the such Stockholder’s Owned Securities or Beneficially Owned SecuritiesShares, deposit the such Stockholder’s Owned Securities or Beneficially Owned Securities Shares into a voting trust, enter into a voting agreement with respect to any of the such Stockholder’s Owned Securities or Beneficially Owned Securities Shares or otherwise restrict the ability of Shareholder such Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Shareholder Notwithstanding the foregoing, each Stockholder may (i) make Transfers of Owned Shares for estate planning or similar purposes so long as such Stockholder retains control over the voting and disposition of such Owned Shares for bona fide estate planning to his, her, or its Affiliates or immediate family members, (ii) make Transfers to other Stockholders, or (iii) in the case of the Moyes Children’s Limited Partnership, Transfers of Owned Shares to its partners or a newly-formed qualified subchapter S trust owned by such partners; provided that as a condition to such Transfer contemplated in clauses (i), (ii) and (iii), such Affiliate, immediate family member, Stockholder, partner or qualified subchapter S trust shall execute an agreement that is identical to this Agreement (except to reflect the change of the Transferee) and to the extent such transferring Stockholder is a party to the Guarantee an agreement that is identical to the Guarantee (except to reflect the change of the Transferee) and provided, further that the transferring Stockholder shall remain jointly and severally liable for the breaches of any of his, her or its Affiliates or immediate family members of the terms hereof. Each Stockholder further agrees to authorize and request Parent and the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Owned Securities or Beneficially Owned Securities (other than in respect of Transfers expressly permitted by this Section 2.3) and that this Agreement places limits on the voting and transfer of the Owned Securities or Beneficially Owned SecuritiesShares.