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

Ownership of Subject Shares; Total Shares. As of the date hereof, the Company Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, the Subject Shares listed beside the Company Stockholder’s name on Schedule I attached hereto, free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of the Subject Shares (collectively, “Encumbrances”), except (a) those created by this Agreement, (b) pursuant to any applicable restrictions on transfer under state or Federal securities laws or (c) any Encumbrances that will not, either individually or in the aggregate, impair the ability of the Company Stockholder to perform fully its obligations hereunder on a timely basis. As of the date hereof, the Company Stockholder does not own, beneficially or otherwise, any Subject Shares or other securities of the Company other than as set forth in Schedule I hereto. Except pursuant to the Merger Agreement or this Agreement, no person has any contractual right or obligation to purchase or otherwise acquire any of the Company Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. As of the date hereof, the such Company Stockholder is the record and/or and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of, and has good title to, the Subject Shares listed beside the such Company Stockholder’s name on Schedule I attached hereto, free and clear of any liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of the such Subject Shares (collectively, “Encumbrances”), except (a) those created by this Agreementas provided hereunder, (b) pursuant to any applicable restrictions on transfer under state or Federal federal securities laws or (c) any Encumbrances that will not, either individually or in the aggregate, impair the ability of the such Company Stockholder to perform fully its obligations hereunder on a timely basis. As of the date hereof, the such Company Stockholder does not own, beneficially or otherwise, any Subject Shares or other securities of the Company other than as set forth opposite such Company Stockholder’s name in Schedule I hereto. Except pursuant to the Merger Agreement or this Agreement, no person has any contractual right or obligation to purchase or otherwise acquire any of the such Company Stockholder’s Subject Shares.