Common use of No Other Rights or Agreements Clause in Contracts

No Other Rights or Agreements. Section 5.3(b) of the Company Disclosure Schedule lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require 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 the Company is a party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating 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 the Company, or obligating 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 Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of 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. Except for the Accelerated Stock Rights, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of 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 the Company is a party with respect to the voting of the capital stock of the 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 the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the 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 5.3(b6.3(b) of the Company Parent Disclosure Schedule lists (i) all of the options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other rights that could require the Company 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 the Company Parent is a party relating to the issued or unissued capital stock or other securities of the CompanyParent, including, without limitation, any agreement or commitment obligating the Company Parent to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company parent or obligating the Company 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 the CompanyParent, or obligating the Company Parent 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 Parent or Sub the Company (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of Company 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. Except for the Accelerated Stock Rights, there There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the CompanyParent. No terms relating to the vesting or exercisability of any Stock Rights or restricted shares of Company 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 the Company Parent is a party with respect to the voting of the capital stock of the CompanyParent. 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 the Company Parent and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the 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 outstandingParent.

No Other Rights or Agreements. Section 5.3(b) of the 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 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 the Company is a party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating 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 the Company, or obligating 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 Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of 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. Except for the Accelerated Stock Rights, there There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the 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 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 the Company is a party with respect to the voting of the capital stock of the 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 the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the 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 5.3(b) of the 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 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 the Company is a party Party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating 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 the Company, or obligating 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 Parent or Sub (the "Stock Rights"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of 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. Except for the Accelerated Stock Rights, there There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the 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 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 the Company is a party with respect to the voting of the capital stock of the 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 the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the 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 5.3(bSECTION 5.3(B) of the 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 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 the Company is a party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating 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 the Company, or obligating 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 Parent or Sub (the "Stock RightsSTOCK RIGHTS"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of 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. Except for the Accelerated Stock Rights, there There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the 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 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 the Company is a party with respect to the voting of the capital stock of the Company. As , 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 Closing Date, there will be (i) no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the CompanyContemplated Transactions. As a result of the Merger, subject to any agreements to which Parent is a party, 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 5.3(bSECTION 6.3(B) of the 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 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 the Company is a party relating to the issued or unissued capital stock or other securities of the Company, including, without limitation, any agreement or commitment obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other securities of the Company or obligating 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 the Company, or obligating 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 Parent or Sub (the "Stock RightsSTOCK RIGHTS"), (ii) the holders of such Stock Rights, or (iii) and the number and class of shares of 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. Except for the Accelerated Stock Rights, there There are no outstanding or authorized stock appreciation, phantom stock, stock or profit participation, participation rights or similar rights with respect to the 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 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 the Company is a party with respect to the voting of the capital stock of the 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 the Company and (ii) no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the 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.