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 (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 Encumbrance (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) 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 shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis and (d) with respect to Options, provided pursuant to the terms of the Option and any stock option plan under which such Option was granted. The Subject Shares constitute all of the shares of Common Stock and/or Options owned by the Stockholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. The Stockholder Such Shareholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Stockholdersuch Shareholder’s Subject Shares and has good and marketable title to the such Subject Shares free and clear of any Encumbrance Lien (including any restriction on the right to vote or otherwise transfer the such Subject Shares), except as (a) as provided hereunder, (b) pursuant to any applicable restrictions on transfer under the Securities Act, (c) as subject to any risk of forfeiture with respect to any shares of Common Stock Parent Ordinary Shares granted to the Stockholder such Shareholder under an agreement with or employee benefit plan of Nivalis Parent and (d) with respect to Options, as provided pursuant to the terms of the Option and any stock option plan under which such Option was granted. The Such Shareholder’s Subject Shares constitute all of the shares of Common Stock Parent Ordinary Shares and/or Options owned by the Stockholder such Shareholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholdersuch Shareholder’s Subject Shares.

Ownership of Subject Shares; Total Shares. The Stockholder Shareholder is the record or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the StockholderShareholder’s Subject Shares and has good and marketable title to the such Subject Shares free and clear of any Encumbrance Lien (including any restriction on the right to vote or otherwise transfer the such Subject Shares), except as (a) as provided hereunder, (b) pursuant to any applicable restrictions on transfer under the Securities Act, (c) as subject to any risk of forfeiture with respect to any shares of Common Stock Company Ordinary Shares granted to the Stockholder Shareholder under an agreement with or employee benefit plan of Nivalis the Company and (d) with respect to Options, as provided pursuant to the terms of the Option and any stock option plan under which such Option was granted. The Shareholder’s Subject Shares constitute all of the shares of Common Stock Company Ordinary Shares and/or Options owned by the Stockholder Shareholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the StockholderShareholder’s Subject Shares.

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 Encumbrance (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) 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 shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis Meerkat and (d) with respect to Options, provided pursuant to the terms of the Option and any stock option plan under which such Option was granted. The Subject Shares constitute all of the shares of Common Stock and/or Options owned by the Stockholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

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 Encumbrance (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) provided hereunder, (b) pursuant to any applicable restrictions on transfer under the Securities Act, (c) the Subject Shares may be subject to any risk of forfeiture with respect to any shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis the Company, and (d) with respect to Company Options, provided pursuant to the terms of the Company Option and any stock option plan under which such Company Option was granted. The Subject Shares constitute all of the shares of Common Stock and/or Options capital stock owned by the Stockholder of the Company as of the date hereof. Except pursuant to this Agreement or pursuant to the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

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 Encumbrance (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) except as provided hereunder, (b) except pursuant to any applicable restrictions on transfer under the Securities Act, (c) subject to any risk of forfeiture with respect to any shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis Caladrius and (d) with respect to Options, except as provided pursuant to the terms of the Option and any stock option plan under which such Option was granted. The Subject Shares constitute all of the shares of Common Stock and/or Options owned by the Stockholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

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 Encumbrance Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) 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 shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis Eiger and (d) with respect to Options, as provided pursuant to in the terms bylaws of Eiger or in the Option and any stock option plan under which such Option was grantedInvestor Agreements. The Subject Shares listed on Schedule A opposite the Stockholder’s name constitute all of the shares of Common Stock and/or Options and Preferred Stock of Eiger owned by the Stockholder as of the date hereof. Except pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.

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 Encumbrance Encumbrances (including any restriction on the right to vote or otherwise transfer the Subject Shares), except as (a) 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 shares of Common Stock granted to the Stockholder under an agreement with or employee benefit plan of Nivalis Buyer and (d) with respect to Options, as provided pursuant to in the terms bylaws of the Option and Buyer or in any stock option plan under which such Option was grantedInvestor Agreements. The Subject Shares listed opposite the Stockholder’s name constitute all of the shares of Common Buyer Capital Stock and/or Options owned by the Stockholder as of the date hereof. Except pursuant to this Agreement and the Merger Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Stockholder’s Subject Shares.