Common use of Ownership of Subject Securities Clause in Contracts

Ownership of Subject Securities. (a) Such Stockholder is the sole legal and beneficial owner of the number of the Subject Shares set forth opposite such Stockholder’s name on Annex A hereto and, in the case of the Principal Stockholder, the Stock Options and Company Awards set forth on Annex B hereto, free and clear of any security interests, liens, charges, encumbrances, equities, claims, options, spousal rights or limitations of whatever nature and free of any other limitation or restriction (including any voting agreement or other restriction on the right to vote, sell or otherwise dispose of such Subject Securities), other than pursuant to this Agreement, federal securities laws, Company trading policies and, in the case of the Stock Options and Company Awards, applicable grant agreements, except that (i) the other Stockholders may be deemed to beneficially own such Subject Securities under Rule 13d-3 of the Exchange Act and (ii) in the case of each Stockholder that is a trust or foundation, Xxxxx Transport, as such Stockholder’s trustee, may be deemed to beneficially own such Subject Securities under Rule 13d-3 of the Exchange Act. (b) Such Stockholder has the sole power to vote (or cause to be voted), but excluding any Stock Options or Company Awards that have no voting rights, and to dispose of (or cause to be disposed of) the Subject Securities set forth opposite such Stockholder’s name on Annex A or Annex B hereto, as applicable, except that (i) in the case of KMC Partners L.P., the Principal Stockholder, in his capacity as the Managing Member of KMC Partners, LLC (the general partner of KMC Partners L.P.), has the power to vote (or cause to be voted) and to dispose of (or cause to be disposed of) such Subject Securities and (ii) in the case of each Stockholder that is a trust or foundation, Xxxxx Transport, as such Stockholder’s trustee, has the power to vote (or cause to be voted) and to dispose of (or cause to be disposed of) such Subject Securities.

Ownership of Subject Securities. (a) Such Stockholder The Equityholder is the sole legal record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of, and has good and valid title to, all of the number of the Equityholder’s Subject Shares set forth opposite such Stockholder’s name on Annex A hereto and, in the case of the Principal Stockholder, the Stock Options and Company Awards Securities (including those set forth on Annex B the Equityholder’s signature page hereto), free and clear of any security interestsLien, liens, charges, encumbrances, equities, claims, options, spousal rights or limitations of whatever nature and free of any other limitation or restriction (including any voting agreement or other restriction on the right to vote, sell or otherwise dispose of such Subject Securities), other than pursuant to this Agreement, federal securities laws, Company trading policies and, in the case of the Stock Options and Company Awards, applicable grant agreements, except that (i) transfer restrictions under the other Stockholders may be deemed Securities Act of 1933, (ii) prior to beneficially own the Closing, the governing documents of the Company (including the Shareholders Agreement) and, (iii) this Agreement and (iv) Transfers of any of such Subject Securities under Rule 13d-3 permitted by clause (C) of the Exchange Act and (ii) in the case of each Stockholder that is a trust or foundation, Xxxxx Transport, as such StockholderSection 1(f). The Equityholder’s trustee, may be deemed to beneficially own such Subject Securities under Rule 13d-3 of the Exchange Act. (b) Such Stockholder has the sole power to vote (or cause to be voted), but excluding any Stock Options or Company Awards that have no voting rights, and to dispose of (or cause to be disposed of) the Subject Securities set forth opposite such Stockholderon the signature pages hereto are the only securities of the Company owned of record or beneficially by the Equityholder or the Equityholder’s name Affiliates, family members or trusts for the benefit of the Equityholder or any of the Equityholder’s family members on Annex A or Annex B hereto, as applicable, except that (i) in the case date of KMC Partners L.P., the Principal Stockholder, in his capacity as the Managing Member of KMC Partners, LLC (the general partner of KMC Partners L.P.), this Agreement. The Equityholder has the power sole right to vote transfer (or cause other than with respect to be votedSubject Securities that are subject to Transfers permitted by clause (C) of Section 1(f)) and to dispose direct the voting of (or cause to be disposed of) such the Equityholder’s Subject Securities and (ii) in and, other than the case Shareholders Agreement, none of each Stockholder that is a the Equityholder’s Subject Securities are subject to any proxy, voting trust or foundationother agreement, Xxxxx Transport, as such Stockholder’s trustee, has arrangement or restriction with respect to the power to vote (or cause to be voted) and to dispose voting of (or cause to be disposed of) such Subject Securities, except as expressly provided herein for the benefit of LIVK. The Equityholder has the requisite voting power and the requisite power to agree to all of the matters set forth in this Agreement, with respect to all of its Subject Securities, in each case necessary to perform its obligations under this Agreement, with no limitations, qualifications or restrictions on such rights.”