Common use of Subject Shares and Subject Warrants Clause in Contracts

Subject Shares and Subject Warrants. Such Shareholder is the sole legal and beneficial owner of the Company Shares and, if applicable, Company Warrants set forth opposite such Shareholder’s name on Schedule A hereto, and all such Company Shares and, if applicable, Company Warrants are owned by such Shareholder free and clear of all Liens, other than those provided in the Company Shareholders Agreement or any similar arrangements in existence as of the date of this Agreement and the material terms of which have been disclosed to Acquiror or its counsel or Liens pursuant to the Company’s Governing Documents, this Agreement or any other Transaction Document or applicable securities Laws. Such Shareholder does not own legally or beneficially any shares or warrants of the Company other than the Company Shares and, if applicable, Company Warrants set forth opposite such Shareholder’s name on Schedule A hereto. Such Shareholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by the Governing Documents of the Company, the Company Shareholders Agreement or this Agreement.