Common use of The Subject Shares Clause in Contracts

The Subject Shares. As of the date of this Agreement, such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoever, except for any Liens which arise hereunder, in each case except as disclosed in any Schedule 13D filed by such Stockholder prior to the date hereof. None of the Subject Shares is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreement. Without limiting the generality of the foregoing, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such The Stockholder is the beneficial owner of andBeneficial Owner of, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicableand has good and marketable title to, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such the Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoeverand all security interests, except for liens, encumbrances, equities, claims, options or limitations of whatever nature (including any Liens which arise hereunderrestriction on the right to vote, in each case except as disclosed in any Schedule 13D filed by sell or otherwise dispose of such Stockholder prior Subject Shares), other than pursuant to the Xxxxxx Agreement. As of the date hereof, the Stockholder does not Beneficially Own any shares of Pre-Closing RMT Partner Voting Capital Stock other than the Subject Shares set forth opposite the Stockholder’s name on Schedule A hereto. The Stockholder has, or will have at the time of the applicable meeting of holders of shares of capital stock of RMT Partner, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Subject Shares. None of the Subject Shares is subject to any voting trust or other similar trust, agreement, arrangement or restrictionrestriction with respect to the voting of such Subject Shares, except as contemplated by this Agreementincluding without limitation the granting of any proxy or power of attorney with respect thereto, that would prevent or delay the Stockholder’s ability to perform his obligations hereunder. Without limiting Other than the generality of Xxxxxx Agreement and the foregoingRSU Transactions, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such the Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares set forth opposite the Stockholder’s name on Schedule A hereto and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder Stockholder, if any, set forth on Schedule A hereto (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A heretoSubject Shares, free and clear of any Liens whatsoever, except for any Liens which arise hereunder, in each case except as disclosed in any Schedule 13D filed by such Stockholder prior to hereunder and transfer restrictions of general applicability under the date hereofSecurities Act or other applicable securities laws. None of the such Stockholder’s Subject Shares is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreement. Without limiting the generality of the foregoing, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, hedge (including any agreements or arrangements to enter into any contract, derivative or other agreement or arrangement or understanding), pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), any or cause to be Transferred, any all of the Subject Shares, other than a Transfer, such as a hedging Shares or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Periodany interest therein, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For the avoidance of doubt, any agreement or arrangement that has the effect of shorting the Parent securities shall be deemed a Transfer hereunder. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicable, the “Controlling Entities”), and has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoever, except for any Liens which arise hereunderhereunder or, in each case except as disclosed in any Schedule 13D filed by such Stockholder prior to the date hereofextent applicable, subject to the terms of the Company Preferred Stock or Company Warrant. None of the Subject Shares is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreement. Without limiting the generality of the foregoing, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) Shareholder retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. Other than the Subject SharesShares and the Company Warrant, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this AgreementExcept as disclosed on Scheduled A hereto, such Stockholder Shareholder is the record and beneficial owner of andof, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicableand has good and marketable title to, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such StockholderShareholder’s name on Schedule A hereto, free and clear of any Liens whatsoevermortgage, except for lien, pledge, charge, encumbrance, security interest or other adverse claim. Such Shareholder does not own, of record or beneficially, any Liens which arise hereunder, in each case except shares of capital stock of the Company other than the Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto. Except as disclosed in any on Schedule 13D filed by A hereto, such Stockholder prior Shareholder has the sole right to the date hereof. None vote, or to dispose, of the such Subject Shares, and none of such Subject Shares is subject to any voting trust or other similar agreement, arrangement or restrictionrestriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement. Without limiting the generality of the foregoing, (i) there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder Shareholder to sell, transfer (including by tendering into any tender or exchange offer)transfer, assign, grant a participation interest in, optionin or option for, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise encumber (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person (as defined in the Merger Agreement) has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. Other than No Shareholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Such Stockholder is the beneficial owner of andBeneficial Owner of, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicableand has good and marketable title to, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoeverand all security interests, except for liens, encumbrances, equities, claims, options or limitations of whatever nature (including any Liens which arise hereunderrestriction on the right to vote, sell or otherwise dispose of such Subject Shares). Such Stockholder has, or will have at the time of the applicable meeting of holders of Shares, the right to vote or direct the vote of such Subject Shares (it being understood in each the case except as disclosed of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and if the trustees are acting subject to the direction of another party in any Schedule 13D filed by the exercise of such Stockholder voting power, then the direction of such other party has been obtained prior to the date hereofexecution of this Agreement and such direction shall not be revoked except in compliance with this Agreement). None of the Subject Shares is subject to any voting trust or other similar agreement, arrangement or restrictionrestriction with respect to the voting of such Subject Shares that would prevent, except as contemplated by this Agreementmaterially delay or materially impair a Stockholder’s ability to perform its obligations hereunder. Without limiting the generality of the foregoing, (i) there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer, such as a hedging or derivative transaction, with respect Transfer from one Stockholder to which such Stockholder (and/or its Controlling Entitiesanother Stockholder) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Such Stockholder is the record and beneficial owner of andand has good and marketable title to, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoeverand all security interests, except for liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any Liens which arise other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than any of the foregoing that would not prevent or delay such Stockholder’s ability to perform such Stockholder’s obligations hereunder. Such Stockholder does not own, in each case except as disclosed in of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder’s name on Schedule 13D filed by A hereto. Such Stockholder has, or will have at the time of the applicable stockholder meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Stockholder prior to the date hereof. None Subject Shares, and none of the Subject Shares is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreementrestriction with respect to the voting of such Subject Shares that would prevent or delay a Stockholder’s ability to perform its obligations hereunder. Without limiting the generality of the foregoingAdditionally, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer, such as a hedging or derivative transaction, with respect Transfer from one Stockholder to which such Stockholder (and/or its Controlling Entitiesanother Stockholder) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Such Stockholder is the record and beneficial owner of andof, together with the applicable controlling entity or entities of such Stockholder set forth on Schedule A hereto (as applicableand has good and marketable title to, the “Controlling Entities”), has the sole right to vote and dispose of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any Liens whatsoeverand all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than any of the foregoing that would not prevent or delay such Stockholder’s ability to perform such Stockholder’s obligations hereunder. Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except for any Liens which arise hereunder, in each case except as disclosed in any Schedule 13D filed by that such Stockholder prior may be deemed to beneficially own Subject Shares owned by other Stockholders). The Stockholders have, or will have at the date hereof. None time of the applicable stockholder meeting, the sole right to vote or direct the vote of, or to dispose of or direct the disposition of, such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions), and none of the Subject Shares is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreementrestriction with respect to the voting of such Subject Shares that would prevent or delay a Stockholder’s ability to perform its obligations hereunder. Without limiting the generality of the foregoing, (i) there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, Shares set forth opposite such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares Stockholder’s name on Schedule A hereto and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares. Other than the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.

The Subject Shares. As of the date of this Agreement, such Stockholder is the beneficial owner of and, together with the applicable controlling entity or entities of such Stockholder set forth Except as disclosed on Schedule A hereto (as applicablehereto, such Shareholder is the “Controlling Entities”)record and beneficial owner of, and has the sole right to vote good and dispose of marketable title to, the Subject Shares set forth opposite such StockholderShareholder’s name on Schedule A hereto, free and clear of any Liens whatsoevermortgage, except for lien, pledge, charge, encumbrance, security interest or other adverse claim. Such Shareholder does not own, of record or beneficially, any Liens which arise hereunder, in each case except shares of capital stock of the Company other than the Subject Shares set forth opposite such Shareholder’s name on Schedule A hereto. Except as disclosed in any on Schedule 13D filed by A hereto, such Stockholder prior Shareholder has the sole right to the date hereof. None vote, or to dispose, of the such Subject Shares, and none of such Subject Shares is subject to any voting trust or other similar agreement, arrangement or restrictionrestriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement. Without limiting the generality of the foregoing, (i) there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder Shareholder to sell, transfer (including by tendering into any tender or exchange offer)transfer, assign, grant a participation interest in, optionin or option for, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise encumber (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Stockholder (and/or its Controlling Entities) retains its Subject Shares and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period, and (ii) no Person (as defined in the Merger Agreement) has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. Other than No Shareholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to the Subject Shares, such Stockholder does not own any equity interests or other equity-based securities in the Company or any of its Subsidiaries.