Common use of Lack of Ownership of Company Common Stock Clause in Contracts

Lack of Ownership of Company Common Stock. Neither Parent nor any of its subsidiaries beneficially owns, directly or indirectly, any shares of Company Common Stock or other securities convertible into, exchangeable into or exercisable for shares of Company Common Stock. There are no voting trusts or other agreements, arrangements or understandings to which Parent or any of its subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of the Subsidiaries, nor are there any agreements, arrangements or understandings to which Parent or any of its subsidiaries is a party with respect to the acquisition, divestiture, retention, purchase, sale or tendering of the capital stock or other equity interest of the Company or any of the Subsidiaries. Neither Parent nor Merger Co, nor any of their affiliates or associates has been an “interested stockholder” of the Company within the last three years prior to the date of this Agreement as such term is used in Section 203 of DGCL. Company Common Stock owned by certain Affiliates of Parent is disclosed in a Schedule 13D, as amended, filed by Lxxxxx Xxxx Capital Management Corporation with the SEC.

Lack of Ownership of Company Common Stock. Neither Parent nor any of its subsidiaries Subsidiaries beneficially owns, directly or indirectly, any shares of Company Common Stock or other securities convertible into, exchangeable into or exercisable for shares of Company Common Stock. There are no voting trusts or other agreements, arrangements or understandings to which Parent or any of its subsidiaries Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of the Subsidiaries, its Subsidiaries nor are there any agreements, arrangements or understandings to which Parent or any of its subsidiaries Subsidiaries is a party with respect to the acquisition, divestiture, retention, purchase, sale or tendering of the capital stock or other equity interest of the Company or any of its Subsidiaries, except for the SubsidiariesRollover Agreements and the Investment Agreement. Neither Parent nor Merger CoSub, nor any of their affiliates or associates has been an “interested stockholder” stockholder of the Company within the last three years prior to the date of this Agreement as such term is those terms are used in Section 203 of the DGCL. Company Common Stock owned by certain Affiliates of Parent is disclosed in a Schedule 13D, as amended, filed by Lxxxxx Xxxx Capital Management Corporation with the SEC.

Lack of Ownership of Company Common Stock. Neither Parent nor any of its subsidiaries beneficially owns, directly or indirectly, any shares of Company Common Stock or other securities convertible into, exchangeable into or exercisable for shares of Company Common Stock. There are no voting trusts or other agreements, arrangements or understandings to which Parent or any of its subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of the Subsidiaries, nor are there any agreements, arrangements or understandings to which Parent or any of its subsidiaries is a party with respect to the acquisition, divestiture, retention, purchase, sale or tendering of the capital stock or other equity interest of the Company or any of the Subsidiaries. Neither Parent nor Merger Co, nor any of their affiliates or associates has been an “interested stockholder” of the Company within the last three years prior to the date of this Agreement as such term is used in Section 203 of DGCL. Company Common Stock owned by certain Affiliates of Parent is disclosed in a Schedule 13D, as amended, filed by Lxxxxx Xxxx Capital Management Corporation with the SEC.