Common use of Ownership of Subject Shares; Total Shares Clause in Contracts

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Shares granted to the Stockholder under an employee benefit plan of Purchaser, (d) as provided in the governing documents of Purchaser and (e) as provided in the Investor Rights Agreement. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Shares owned by the Stockholder as of the date hereof. Except pursuant to Purchaser’s governing documents, no person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person pursuant to any contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of Parent with respect to any Purchaser Parent Shares granted to the Stockholder under an employee benefit plan of Purchaser, Parent and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided in the Investor Rights AgreementParent. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Parent Shares owned by the Stockholder as of the date hereof. Except pursuant to PurchaserParent’s governing documentsbylaws and the right of Parent to purchase or acquire any Parent Shares pursuant to an employee benefit plan of Parent, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer Transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of Parent with respect to any Purchaser Parent Shares granted to the Stockholder under an employee benefit plan of Purchaser, Parent and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided in the Investor Rights AgreementParent. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Parent Shares owned by the such Stockholder as of the date hereof. Except pursuant to PurchaserParent’s governing documentsbylaws and the right of Parent to purchase or acquire any Parent Shares pursuant to an employee benefit plan of Parent, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownershipbeneficial ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownershipbeneficial ownership, a person Person shall be deemed to be the Beneficial Owner beneficial owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances Liens (including any restriction on the right to vote the Subject Shares or otherwise transfer Transfer any of the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of the Company with respect to any Purchaser Shares Common Stock granted to the Stockholder under an employee benefit plan of Purchaser, the Company and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided in the Investor Rights AgreementCompany. The Subject Shares listed on Schedule A opposite the Stockholder’s name I constitute all of the Purchaser Shares Common Stock, or rights to acquire Common Stock, owned or held by the Stockholder as of the date hereof. Except pursuant to Purchaserthe Company’s governing documentsbylaws and the right of the Company to purchase or acquire any Common Stock pursuant to an employee benefit plan of the Company, no person Person has any contractual or other right or obligation to purchase or otherwise acquire the any of the Subject Shares. For purposes of this Agreement “Beneficial Ownershipbeneficial ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownershipbeneficial ownership, a person Person shall be deemed to be the Beneficial Owner beneficial owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder Shareholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Common Shares granted to the Stockholder Shareholder under an employee benefit plan of Purchaser, C3J Therapeutics and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided in the Investor Rights AgreementC3J Therapeutics. The Subject Shares listed on Schedule A opposite the StockholderShareholder’s name constitute all of the Purchaser Common Shares owned by the Stockholder Shareholder as of the date hereof. Except pursuant to PurchaserC3J Therapeutics’s governing documentsbylaws, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser PubCo Shares granted to the Stockholder under an employee benefit plan of Purchaser, PubCo and (d) as provided in the governing documents Organizational Documents of Purchaser and (e) as provided in the Investor Rights AgreementPubCo. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser PubCo Shares owned by the Stockholder as of the date hereof. Except pursuant to Purchaser’s governing documentsthe Organizational Documents of PubCo, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Company Shares granted to the Stockholder under an employee benefit plan of Purchaserthe Company, (d) as provided in the governing documents Organizational Documents of Purchaser and (e) as provided in the Company or the Investor Rights AgreementAgreements. The Subject Shares listed on Schedule A opposite the Stockholder’s name on Stockholder’s signature page hereto constitute all of the Purchaser Company Shares owned by the Stockholder as of the date hereofhereof or (e) any Encumbrances in favor of Parent or that will be terminated in connection with the Merger. Except pursuant to Purchaserthe Company’s governing documentsOrganizational Documents or the Investor Agreements, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunderhereunder or in any lock-up agreement entered into by and between the Stockholder and Parent in connection with the transactions contemplated by the Merger Agreement, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of the Company with respect to any Purchaser Company Shares granted to the Stockholder under an employee benefit plan of Purchaserany Company Benefit Plan, (d) as provided provide in the governing documents of Purchaser Investor Agreements, and (e) as provided in the Investor Rights AgreementOrganizational Documents of the Company. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Company Shares owned by the Stockholder as of the date hereof. Except pursuant to Purchaserthe Company’s governing documentsOrganizational Documents and the right of the Company to purchase or acquire any Company Shares pursuant to a Company Benefit Plan, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunderhereunder or in any lock-up agreement entered into by and between Parent and the Stockholder in connection with the transactions contemplated by the Merger Agreement, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of Parent with respect to any Purchaser Parent Shares granted to the Stockholder under an employee benefit plan any Parent Benefit Plan of Purchaser, Parent and (d) as provided in the governing documents Organizational Documents of Purchaser and (e) as provided in the Investor Rights AgreementParent. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Parent Shares owned by the Stockholder as of the date hereof. Except pursuant to PurchaserParent’s governing documentsOrganizational Documents and the right of Parent to purchase or acquire any Parent Shares pursuant to any Parent Benefit Plan of Parent, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Shares shares of Common Stock granted to the Stockholder under an employee benefit plan of Purchaser, Molecular and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided Molecular or in the Investor Rights AgreementAgreements. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Shares shares of Common Stock and Preferred Stock of Molecular owned by the Stockholder as of the date hereof. Except pursuant to Purchaserthe Investor Agreements or Molecular’s governing documentsbylaws, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner Beneficial Owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer Transfer the Subject Shares), and has sole or shared, and otherwise unrestricted, voting power with respect to such Subject Shares and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer under the Securities ActAct of 1933, as amended, and (c) subject to any risk of forfeiture with respect to any Purchaser Shares granted to the Stockholder under an employee benefit plan of Purchaser, (d) as provided in the governing documents of Purchaser and (e) as provided in the Investor Rights AgreementOrganizational Documents. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Shares owned equity securities of the Company Beneficially Owned by the Stockholder as of the date hereof. Except pursuant to Purchaserthe Company’s governing documentsOrganizational Documents and the right of the Company to purchase or acquire any Company Shares pursuant to a benefit plan of the Company, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement Agreement, “Beneficial Ownership” and derivations of such term shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Stockholder’s Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Shares shares of Common Stock granted to the Stockholder under an employee benefit plan of Purchaser, Buyer and (d) as provided in the governing documents bylaws of Purchaser and (e) Buyer or as provided in either that certain Second Amended and Restated Stockholders Agreement dated October 28, 2013, or as provided in that certain Second Amended and Restated Investors’ Rights Agreement dated October 28, 2013, as each may be further amended, provided that any such amendment shall not amend the Investor Rights AgreementStockholder’s obligations hereunder. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Shares shares of Buyer Capital Stock owned by the Stockholder as of the date hereof. Except pursuant to Purchaser’s governing documentsthis Agreement and the Merger Agreement, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person pursuant to any contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunder, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any Purchaser Shares shares of Common Stock granted to the Stockholder under an employee benefit plan of Purchaser, Arcturus and (d) as provided in the governing documents bylaws of Purchaser and (e) as provided Arcturus or in the Investor Rights AgreementAgreements. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Shares shares of Common Stock and Preferred Stock of Arcturus beneficially owned by the Stockholder as of the date hereof. Except pursuant to Purchaser’s governing documentsthe Investor Agreements or Arcturus’ bylaws, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).

Ownership of Subject Shares; Total Shares. The Stockholder is the record or beneficial owner of the Subject Shares and has good and marketable title to the Subject Shares free and clear of any Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except (a) as provided hereunderhereunder or in any lock-up agreement entered into by the Stockholder in connection with the transactions contemplated by the Merger Agreement, (b) pursuant to any applicable restrictions on Transfer transfer under the Securities Act, (c) subject to any risk of forfeiture or repurchase rights of Parent with respect to any Purchaser Parent Shares granted to the Stockholder under an employee benefit plan any Parent Benefit Plan of Purchaser, Parent and (d) as provided in the governing documents Organizational Documents of Purchaser and (e) as provided in the Investor Rights AgreementParent. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the Purchaser Parent Shares owned by the Stockholder as of the date hereof. Except pursuant to PurchaserParent’s governing documentsOrganizational Documents and the right of Parent to purchase or acquire any Parent Shares pursuant to any Parent Benefit Plan of Parent, no person Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares. For purposes of this Agreement “Beneficial Ownership” shall be interpreted as defined in Rule 13d-3 under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a person Person shall be deemed to be the Beneficial Owner of any securities that may be acquired by such person Person pursuant to any contract Contract or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing).