Common use of The Subject Shares Clause in Contracts

The Subject Shares. The Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing Shares, free and clear of any and all Liens and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of any Existing Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the Stockholder’s ability to observe and perform the Stockholder’s obligations hereunder. The Stockholder does not Beneficially Own or own of record any Company Shares other than the Existing Shares. The Stockholder has, and will have at the time of each CPT Stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a), the sole right to vote and direct the vote of, and to dispose of and direct the disposition of, the Subject Shares, and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the Subject Shares that would prevent or delay the Stockholder’s ability to perform its obligations hereunder. Other than this Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below), or cause to be Transferred, any of the Existing Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.

The Subject Shares. The Subject to the Loan Agreements, such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the Stockholder’s ability to observe and perform the Stockholder’s obligations hereunder. The Stockholder does not Beneficially Own or own of record any Company Shares other than the Existing Shares. The Stockholder has, and will have at the time of each CPT Stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a), the sole right to vote and direct the vote of, and to dispose of and direct the disposition of, the Subject Shares, and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the Subject Shares that would prevent or delay the such Stockholder’s ability to perform its such Stockholders obligations hereunder. Other Such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than this Agreementthe Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to beneficially own Subject Shares owned by other Stockholders). Subject to the Loan Agreements, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Subject Shares. For purposes of this Agreement, “Loan Agreements” means the several loan agreements that the Stockholders have entered into with Xxxxxxx Xxxxx Bank USA and other third parties, pursuant to which a portion of the Subject SharesShares have been pledged as collateral described in filings with the Securities and Exchange Commission.

The Subject Shares. The Other than restrictions in favor of the Company pursuant to this Agreement, the Exchange Agreement and the Standstill Agreement, and except for such transfer restrictions of general applicability as may be provided under the Securities Act, or the “blue sky” Laws of the various states of the United States, such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 transfer or dispose of any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially reasonably be expected to prevent or delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the such Stockholder’s ability to observe and perform the such Stockholder’s obligations hereunder. The Except for the Excluded Shares, such Stockholder does not Beneficially Own or own own, of record or beneficially, any shares of capital stock of the Company Shares other than the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to beneficially own Subject Shares owned by other Stockholders party hereto). The Stockholder hasStockholders have, and or will have at the time of each CPT Stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a)applicable Company stockholder meeting, the sole right to vote and or direct the vote of, and or to dispose of and or direct the disposition of, such Subject Shares (it being understood in the Subject Sharescase 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 agreement, arrangement or restriction with respect to the voting of such Subject Shares that would prevent or delay the a Stockholder’s ability to perform its obligations hereunder. Other than this the Exchange Agreement, there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares.

The Subject Shares. The Such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially prevent or delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the such Stockholder’s ability to observe and perform the Stockholder’s such Stockholders obligations hereunder. The Such Stockholder does not Beneficially Own or own own, of record or beneficially, any shares of capital stock of the Company Shares other than the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to beneficially own Subject Shares owned by other Stockholders). The Stockholder hasSubject to the terms of the Rollover Contribution Agreement, and the Stockholders have, or will have at the time of each CPT Stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a)applicable stockholder meeting, the sole right to vote and or direct the vote of, and or to dispose of and or direct the disposition of, such Subject Shares (it being understood (x) in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and (y) in the case of Subject SharesShares held in a 401(k) plan, any such Subject Shares for which a direction to vote is not given may be voted in accordance with the plan documents), and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares that would prevent or delay the a Stockholder’s ability to perform its obligations hereunder. Other than this Except for the Rollover Contribution Agreement and Section 2.20 of the Interim Investors Agreement, dated as of the date hereof, by and among Denali Holding Inc., Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx Dell Separate Property Trust, MSDC Management, L.P., Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P. and, for the limited purposes stated therein, Xxxxxxx X. Dell 2009 Gift Trust and Xxxxx X. Dell 2009 Gift Trust (the “Interim Investors Agreement”), (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares.

The Subject Shares. The Such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially prevent or delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the such Stockholder’s ability to observe and perform the Stockholder’s such Stockholders obligations hereunder. The Such Stockholder does not Beneficially Own or own own, of record or beneficially, any shares of capital stock of the Company Shares other than the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to beneficially own Subject Shares owned by other Stockholders). The Stockholder hasSubject to the terms of the Rollover Contribution Agreement, and the Stockholders have, or will have at the time of each CPT Stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a)applicable stockholder meeting, the sole right to vote and or direct the vote of, and or to dispose of and or direct the disposition of, such Subject Shares (it being understood (x) in the case of Stockholders that are trusts, that the trustees thereof have the right to cause such Stockholders to take such actions, and (y) in the case of Subject SharesShares held in a 401(k) plan, any such Subject Shares for which a direction to vote is not given may be voted in accordance with the plan documents), and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares that would prevent or delay the a Stockholder’s ability to perform its obligations hereunder. Other than this Agreement, Except for the Rollover Contribution Agreement (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto (other than a Transfer from one Stockholder to another Stockholder) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares.

The Subject Shares. The As of the date hereof, such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially prevent or delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the such Stockholder’s ability to observe and perform the Stockholder’s such Stockholders obligations hereunder. The As of the date hereof, such Stockholder does not Beneficially Own or own own, of record or beneficially, any shares of capital stock of the Company Shares other than the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto. The Stockholder hasStockholders have, and or will have at the time of each CPT Stockholdersthe applicable stockholders’ Meeting occurring prior to the Mergers with respect to the matters covered by Section 1(a)meeting, the sole right to vote and or direct the vote of, and or to dispose of and or direct the disposition of, the Subject SharesShares set forth opposite such Stockholder’s name on Schedule A hereto to the extent then owned by such Stockholder, and none of the Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto is subject to any agreement, arrangement or restriction with respect to the voting of such Subject Shares that would prevent or delay the a Stockholder’s ability to perform its obligations hereunder. Other than this Agreement, there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, and no Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares.

The Subject Shares. The Such Stockholder is the sole record and beneficial owner of, or is a trust or estate that is the sole record holder of and whose beneficiaries are the sole beneficial owners of, and has good and marketable title to, all of the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto, free and clear of any and all Liens 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 any Existing such Subject Shares), except for (i) any such Liens arising hereunder or under the Merger Agreement, (ii) Liens imposed by federal or state securities laws, and (iii) Liens arising under any contract governing the terms of any awards granted to such Stockholder pursuant to an incentive compensation plan other than any of the foregoing that would not prevent, materially prevent or delay or materially impair, the consummation of the transactions contemplated by the Merger Agreement or the such Stockholder’s ability to observe and perform the such Stockholder’s obligations hereunder. The Such Stockholder does not Beneficially Own or own own, of record or beneficially, any shares of capital stock of the Company Shares other than the Existing SharesSubject Shares set forth opposite such Stockholder’s name on Schedule A hereto (except that such Stockholder may be deemed to beneficially own Subject Shares owned by other Stockholders). The Stockholder hasStockholders have, and or will have at the time of each CPT the Stockholders’ Meeting occurring prior to tender thereof in the Mergers with respect to Offer and at the matters covered by Section 1(a)time of any applicable stockholder meeting, the sole right to dispose of or direct the disposition of, or to vote and or direct the vote of, and as applicable, such Subject Shares (it being understood in the case of Stockholders that are trusts, that the trustees thereof have the right to dispose of and direct the disposition of, the Subject Sharescause such Stockholders to take such actions), and none of the Subject Shares is subject to any agreement, arrangement or restriction with respect to the disposition or voting of such Subject Shares that would prevent or delay the a Stockholder’s ability to perform its obligations hereunder. Other than this Agreement, there There are no agreements or arrangements of any kind, contingent or otherwise, obligating such Stockholder to Transfer (as defined below)Transfer, or cause to be Transferred, any of the Existing Shares, Subject Shares set forth opposite such Stockholder’s name on Schedule A hereto and no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the such Subject Shares.