Common use of The Subject Securities Clause in Contracts

The Subject Securities. Such Fund is the record holder of the number of Subject Shares and Subject Warrants set forth opposite its name on Schedule A hereto. Such Fund has good and marketable title to the Subject Securities set forth opposite its name on Schedule A hereto and at all times during the term hereof and on the Closing Date and on the Option Closing Date will have good and valid title to its Subject Shares, free and clear of all liens, claims, security interests or other charges or encumbrances, and, upon delivery thereof to Newco against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Newco), will pass to Newco. Such Fund does not own of record any shares of capital stock of the Company or securities convertible or exchangeable for shares of capital stock of the Company, other than the Subject Securities. The Stockholder has the sole right and power to vote and dispose of the Subject Securities owned of record by such Fund, except as contemplated by this Agreement.