Common use of No Other Rights or Agreements Clause in Contracts

No Other Rights or Agreements. Section 6.3(b) of the Parent Disclosure Schedule lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Parent to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which Parent is a party relating to the issued or unissued capital stock or other securities of Parent, including, without limitation, any agreement or commitment obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent or obligating Parent to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to Parent, or obligating Parent to make any payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Capital Stock subject to such Stock Rights. As of the date of this Agreement, there are no outstanding or authorized Stock Rights other than as described above. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Capital Stock will be affected or accelerated by the execution of this Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, there are no voting trusts, proxies, or other agreements or understandings to which Parent is a party with respect to the voting of the capital stock of Parent. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parent.

No Other Rights or Agreements. Section 6.3(b5.3(b) of the Parent Company Disclosure Schedule lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Parent the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which Parent the Company is a party relating to the issued or unissued capital stock or other securities of Parentthe Company, including, without limitation, any agreement or commitment obligating Parent the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent the Company or obligating Parent the Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to Parentthe Company, or obligating Parent the Company to make any EXECUTION VERSION payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Company Capital Stock subject to such Stock Rights. As of the date of this Agreement, there are no outstanding or authorized Stock Rights other than as described above. There Except for the Accelerated Stock Rights, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parentthe Company. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Company Capital Stock will be affected or accelerated by the execution of this Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, there are no voting trusts, proxies, or other agreements or understandings to which Parent the Company is a party with respect to the voting of the capital stock of Parentthe Company. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parentthe Company. As a result of the Merger, Parent will be the sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

No Other Rights or Agreements. Section 6.3(bSECTION 6.3(B) of the Parent Company Disclosure Schedule Letter lists (i) all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Parent the Company to issue, sell or otherwise cause to become outstanding any additional shares of its capital stock or stock, as well as any other agreements or commitments of any character to which Parent Company is a party relating to obligating the issued or unissued capital stock or other securities of Parent, including, without limitation, any agreement or commitment obligating Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent Company or obligating Parent Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to Parentthe Company, or obligating Parent the Company to make any payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company Parent or Sub (the "Stock RightsSTOCK RIGHTS"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Company Capital Stock subject to such Stock Rights. As Except as set forth in SECTION 6.3(B) of the date of this Company Disclosure Letter or in the Existing Stockholders Agreement, there are no other outstanding or authorized Stock Rights other than as described aboveRights. There are no outstanding or authorized stock appreciation, phantom stock, stock or profit participation, participation rights or similar rights with respect to Parentthe Company. No Except as set forth in SECTION 6.3(B) of the Company Disclosure Letter, no terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Company Capital Stock will be affected or accelerated by the execution of this the Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreementset forth in SECTION 6.3(B) of the Company Disclosure Letter, there are no voting trusts, proxies, or other agreements or understandings to which Parent is a party with respect to the voting of the capital stock of Parent. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parentthe Company.

No Other Rights or Agreements. Section 6.3(bSECTION 5.3(B) of the Parent Company Disclosure Schedule Letter lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights in existence as of the date of this Agreement that could require Parent the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which Parent the Company is a party relating to the issued or unissued capital stock or other securities of Parentthe Company, including, without limitation, any agreement or commitment obligating Parent the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent the Company or obligating Parent the Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to Parentthe Company, or obligating Parent the Company to make any payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company Parent or Sub (the "Stock RightsSTOCK RIGHTS"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Company Capital Stock subject to such Stock Rights. As of the date of this Agreement, there are no outstanding or authorized Stock Rights other than as described above. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parentthe Company. The Microsoft Warrant and the Microsoft Option are not exercisable as to any underlying shares, except for any shares that are included in the definition of Aggregate Common Number. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Company Capital Stock will be affected or accelerated by the execution of this Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, as of the date of this Agreement there are no voting trusts, proxies, or other agreements or understandings to which Parent the Company is a party with respect to the voting of the capital stock of Parentthe Company, and the Company will not enter into any such agreements prior to the Closing Date to the extent that such agreements would interfere with the consummation of the Contemplated Transactions. As a result of the Closing DateMerger, there subject to any agreements to which Parent is a party, Parent will be (i) no the sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or authorized stock appreciationreceive any Company Capital Stock, phantom stock, profit participation, whether or similar rights with respect to Parent and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parentnot such Company Capital Stock is outstanding.

No Other Rights or Agreements. Section 6.3(b5.3(b) of the Parent Company Disclosure Schedule Letter lists (i) all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Parent the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which Parent Company is a party Party relating to the issued or unissued capital stock or other securities of ParentCompany, including, without limitation, any agreement or commitment obligating Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent Company or obligating Parent Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to ParentCompany, or obligating Parent Company to make any payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Company Capital Stock subject to such Stock Rights. As Except as set forth in Section 5.3(b) of the date of this AgreementCompany Disclosure Letter, there are no other outstanding or authorized Stock Rights other than as described aboveRights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parentthe Company. No Except as set forth in Section 5.3(b) of the Company Disclosure Letter, no terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Company Capital Stock will be affected or accelerated by the execution of this the Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, there There are no voting trusts, proxies, or other agreements or understandings to which Parent is a party with respect to the voting of the capital stock of Parentthe Company. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parentthe Company. As a result of the Merger, Parent will be the sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

No Other Rights or Agreements. Section 6.3(b5.3(b) of the Parent Company Disclosure Schedule Letter lists (i) all of the holders of options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require Parent the Company to issue, sell or otherwise cause to become outstanding any of its capital stock or other agreements or commitments of any character to which Parent Company is a party relating to the issued or unissued capital stock or other securities of ParentCompany, including, without limitation, any agreement or commitment obligating Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of parent Company or obligating Parent Company to grant, extend or enter into any subscription, option, warrant, right or convertible or exchangeable security, right of first refusal, right to receive notification of the transactions contemplated hereby or other similar agreement or commitment with respect to ParentCompany, or obligating Parent Company to make any payments pursuant to any stock based or stock related plan or award, in each case other than any rights in favor of the Company Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Parent Company Capital Stock subject to such Stock Rights. As Except as set forth in Section 5.3(b) of the date of this AgreementCompany Disclosure Letter, there are no other outstanding or authorized Stock Rights other than as described aboveRights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parentthe Company. No Except as set forth in Section 5.3(b) of the Company's Disclosure Letter, no terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Parent Company Capital Stock will be affected or accelerated by the execution of this the Agreement or the consummation of the transactions contemplated hereby. Except as contemplated by this Agreement, there There are no voting trusts, proxies, or other agreements or understandings to which Parent is a party with respect to the voting of the capital stock of Parentthe Company. As of the Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Parent the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Parentthe Company. As a result of the Merger, Parent will be the sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.