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

Ownership of Subject Shares; Total Shares. Such Shareholder is the direct or indirect owner of all such Shareholder’s Subject Shares, has the right to vote and tender or cause the voting or tendering of such Subject Shares as contemplated hereby, and has, directly or indirectly, good and marketable title to all such Subject Shares free and clear of any Liens, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Share Liens”), except for any such Share Lien that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the 1933 Act or any state securities Law, (iii) collateral and rehypothecation arrangements with prime brokers in margin accounts; and (iv) any Share Liens that could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform fully its obligations hereunder with respect to the applicable Subject Shares on a timely basis (collectively, “Permitted Share Liens”). The Shares listed on Schedule A opposite such Shareholder’s name constitute all of the Shares owned by such Shareholder as of the date hereof.

Ownership of Subject Shares; Total Shares. Such Shareholder is the direct or indirect owner of all such Shareholder’s Subject Shares, has the right to vote and tender or cause the voting or tendering of such Subject Shares as contemplated hereby, and has, directly or indirectly, good and marketable title to all such Subject Shares free and clear of any Liens, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Share Liens”), except for any such Share Lien that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the 1933 Act or any state securities Law, (iii) collateral and rehypothecation arrangements with prime brokers in margin accounts; and (iv) any Share Liens that could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform fully its obligations hereunder with respect to the applicable Subject Shares on a timely basis (collectively, “Permitted Share Liens”). The Shares listed on Schedule A opposite such Shareholder’s name constitute all of the Shares owned by such Shareholder as of the date hereof, and such Shareholder and its Affiliates do not own any rights to acquire Shares or any securities convertible into or exchangeable for Shares.

Ownership of Subject Shares; Total Shares. Such Shareholder is the direct or indirect owner of all such Shareholder’s 's Subject Shares, has the right to vote and tender or cause the voting or tendering of such Subject Shares as contemplated hereby, and has, directly or indirectly, good and marketable title to all such Subject Shares free and clear of any Liens, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “"Share Liens”"), except for any such Share Lien that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the 1933 Act or any state securities Law, (iii) collateral and rehypothecation arrangements with prime brokers in margin accounts; and (iv) any Share Liens that could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform fully its obligations hereunder with respect to the applicable Subject Shares on a timely basis (collectively, “"Permitted Share Liens”"). The Shares listed on Schedule A opposite such Shareholder’s 's name constitute all of the Shares owned by such Shareholder as of the date hereof, and such Shareholder and its Affiliates do not own any rights to acquire Shares or any securities convertible into or exchangeable for Shares. In addition to the Subject Shares, Shareholders represent and warrant that as of the date of this Agreement Shareholders have entered into notional principal amount derivative agreements in the form of cash settled swaps with respect to an aggregate of 7,957,765 Shares.

Ownership of Subject Shares; Total Shares. Such Shareholder is the direct or indirect owner of all such Shareholder’s Subject Shares, has the right to vote and tender or cause the voting or tendering of such Subject Shares as contemplated hereby, and has, directly or indirectly, good and marketable title to all such Subject Shares free and clear of any Liens, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Share Liens”), except for any such Share Lien that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the 1933 Act or any state securities Law, (iii) collateral and rehypothecation arrangements with prime brokers in margin accounts; and (iv) any Share Liens that could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform fully its obligations hereunder with respect to the applicable Subject Shares on a timely basis (collectively, “Permitted Share Liens”). The Shares listed on Schedule A opposite such Shareholder’s name constitute all of the Shares owned by such Shareholder as of the date hereof, and such Shareholder and its Affiliates do not own any rights to acquire Shares or any securities convertible into or exchangeable for Shares. In addition to the Subject Shares, Shareholders represent and warrant that as of the date of this Agreement Shareholders have entered into notional principal amount derivative agreements in the form of cash settled swaps with respect to an aggregate of 7,957,765 Shares.

Ownership of Subject Shares; Total Shares. Such Shareholder is the direct or indirect owner of all such Shareholder’s Subject Shares, such Shareholder (or its investment manager, on behalf of such Shareholder) has the right to vote and tender or cause the voting or tendering of such Subject Shares as contemplated hereby, and has, directly or indirectly, good and marketable title to all such Subject Shares free and clear of any Liens, proxies, voting trusts or agreements, options or rights, understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a shareholder in respect of such Subject Shares (collectively, “Share Liens”), except for any such Share Lien that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the 1933 Act or any state securities Law, (iii) collateral and rehypothecation arrangements with prime brokers in margin accounts; and (iv) any Share Liens that could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform fully its obligations hereunder with respect to the applicable Subject Shares on a timely basis (collectively, “Permitted Share Liens”). The Shares listed on Schedule A opposite such Shareholder’s name constitute all of the Shares owned by such Shareholder as of the date hereof, and such Shareholder and its Affiliates do not own any rights to acquire Shares or any securities convertible into or exchangeable for Shares.