Ownership of the Company Common Stock. As of the date hereof, such Stockholder (a) Beneficially Owns the shares of the Company Common Stock indicated on Schedule A hereto opposite such Stockholder’s name, free and clear of any and all Liens, other than those created by (i) this Agreement and (ii) any applicable restrictions on transfers under the Securities Act or any applicable state securities law, and (b) has sole voting power over all of the shares of Company Common Stock Beneficially Owned by such Stockholder. As of the date hereof, such Stockholder does not Beneficially Own any capital stock or other securities of the Company other than the shares of Company Common Stock set forth on Schedule A opposite such Stockholder’s name. As of the date hereof, such Stockholder does not Beneficially Own any rights to purchase or acquire any shares of voting stock or other voting securities of the Company except as set forth on Schedule A opposite such Stockholder’s name.
Ownership of the Company Common Stock. Except as set forth in Section 5.10 of the Parent Disclosure Schedule, Parent does not "beneficially own" (as such term is defined for purposes of Section 13(d) of the Exchange Act) any shares of Company Common Stock.
Ownership of the Company Common Stock. As of the date hereof, the Company Stockholder (i) Beneficially Owns the shares of Company Common Stock indicated on Schedule A hereto, free and clear of any and all Liens, other than those created by this Agreement or as set forth on Schedule B1, and (ii) except as set forth on Schedule B2, has sole voting power over all of the shares of Company Common Stock Beneficially Owned by the Company Stockholder. As of the date hereof, the Company Stockholder does not Beneficially Own any capital stock or other securities of the Company other than the shares of Company Common Stock set forth on Schedule A. As of the date hereof, the Company Stockholder does not Beneficially Own any rights to purchase or acquire any shares of capital stock of the Company except as set forth on Schedule A, or as set forth on Schedule B3.
Ownership of the Company Common Stock. Neither Parent nor Merger Sub is, nor at any time for the past three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. As of the date hereof, Parent or a subsidiary of Parent beneficially own no shares of the Company Common Stock and none of Parent or any subsidiary of Parent (i) owns (as such term is defined in Section 203 of the DGCL), directly or indirectly, any other shares of the Company Common Stock or other securities convertible into, exchangeable for, or exercisable for shares of the Company Common Stock or any securities of any subsidiary of the Company or (ii) has any rights to acquire any shares of the Company Common Stock except pursuant to this Agreement. Parent and each of its subsidiaries are affiliates of Merger Sub as such term is defined in section 251(h) of the DGCL.
Ownership of the Company Common Stock. (a) Except as otherwise provided in this Agreement, the Investor shall not hold or acquire Beneficial Ownership of Company Common Stock in excess of an aggregate maximum of 20% of the issued and outstanding shares of the Company Common Stock (the “Ownership Limit”). For purposes of this Agreement, “Beneficial Ownership” shall be defined consistent with such term’s meaning under Rule 13d-3 or 13d-5 under the Exchange Act and other terms of similar import shall have comparable meanings; provided, however, that for purposes of this Agreement and the Option Agreement, Beneficial Ownership of the Investor shall be deemed to exclude the Option Shares (as defined in Exhibit B), except to the extent such Option Shares are issued, outstanding and paid for pursuant to the Investor’s exercise of the Conditional Option (as defined in Exhibit B). Notwithstanding anything to the contrary herein, the Investor shall not commence, and shall cause any subscription for or purchases or acquisitions of the Company Common Stock to be conducted in a manner so as not to constitute, a tender offer (as such term is understood and interpreted for purposes of Section 14(d) of the Exchange Act) with respect to any securities of the Company.
(b) For purposes of this Agreement, all determinations of the amount of issued and outstanding shares of the Company Common Stock shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by the Company with the SEC, unless the Company shall have updated such information by delivery of written notice to the Investor.
(c) In the event that the Company issues Company Securities that are voting securities other than Company Common Stock and the Investor is then accounting for its investment in the Company using the equity accounting method under Japanese generally accepted accounting principles (or such other accounting principles as may be adopted by the Investor for preparation of its financial statements), the Parties agree to work in good faith to enter into appropriate amendments to this Agreement to account for and treat such new class of Company Securities consistent with the Investor’s accounting for its investment in the Company using the equity accounting method under Japanese generally accepted accounting principles (or such other accounting principles as may be adopted by the Investor for preparation of its financial statements).
Ownership of the Company Common Stock. None of Parent or Parent’s subsidiaries or controlled affiliates owns any Company Common Stock or holds any rights to acquire any Company Common Stock except pursuant to this Agreement. Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.
Ownership of the Company Common Stock. As of the date hereof, such Company Stockholder (a) Beneficially Owns the shares of Company Common Stock indicated on Schedule A hereto opposite such Company Stockholder’s name, free and clear of any and all Encumbrances, other than those created by this Agreement, and (b) has sole voting power over all of the shares of Company Common Stock Beneficially Owned by such Company Stockholder. As of the date hereof, such Company Stockholder does not Beneficially Own any capital stock or other securities of the Company other than the shares of Company Common Stock set forth on Schedule A opposite such Company Stockholder’s name. As of the date hereof, such Company Stockholder does not Beneficially Own any rights to purchase or acquire any shares of capital stock of the Company.
Ownership of the Company Common Stock. As of the date hereof, the Company Stockholders (a) Beneficially Own the number of shares of Company Common Stock indicated on Schedule A attached hereto, free and clear of any and all Encumbrances, other than those created by this Agreement, and (b) have delegated sole voting power to the Investment Manager over all of such shares. Schedule A attached hereto does not include any shares of Company Common Stock subject to a securities lending plan on the date hereof for any Company Stockholder. As of the date hereof, no Company Stockholder Beneficially Owns any capital stock or other securities of the Company other than (i) the shares of Company Common Stock included in the total set forth on Schedule A attached hereto and (ii) shares of Common Stock subject to a securities lending plan. As of the date hereof, no Company Stockholder Beneficially Owns any rights to purchase or acquire any shares of capital stock of the Company.
Ownership of the Company Common Stock. Except for shares of Company Common Stock owned by Buyer benefit plans or shares held or managed for the account of another person or as to which Buyer is required to act as a fiduciary or in a similar capacity, as of the date of this Agreement, neither Buyer nor, to its knowledge, any of its affiliates, (i) beneficially owns (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, or (ii) is party to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, shares of Company Common Stock.
Ownership of the Company Common Stock. Parent and its affiliates do not own, and have not for the past three years owned, at any time, shares of the Company Common Stock or other securities convertible into, or derivative of, shares of the Company Common Stock (exclusive of any shares owned by Parent’s employee benefit plans) in an aggregate amount in excess of 4.9% of the outstanding Company Common Stock.
