Common use of Ownership of the Company Shares Clause in Contracts

Ownership of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholder.

Ownership of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereofof this Agreement, such Requisite Shareholder does not own any other voting securities Supporting Stockholder is the Beneficial Owner of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A I opposite such Requisite ShareholderSupporting Stockholder’s name, with exclusive (in the aggregate with one or more other Supporting Stockholders) power to vote or control and direct the vote of all such Company Shares. As Except for Liens created under this Agreement and Liens resulting from any such Company Shares being held in a margin account (which margin account does not impair or limit the right of such Supporting Stockholder to vote or control and direct the vote of such Company Shares) (collectively, the “Permitted Liens”), such Supporting Stockholder Beneficially Owns, as of the date hereof, all such Requisite Shareholder does not own Company Shares, free and clear of Liens, proxies, powers of attorney, voting trusts or agreements (collectively, the “Encumbrances”) other than any rights restrictions under securities laws, and shall Beneficially Own all such Company Shares, and have exclusive (in the aggregate with one or more other Supporting Stockholders) power to purchase vote or acquire control and direct the vote of all such Company Shares, as of the time of any Company Voting Event and as of any applicable record date for any Company Voting Event, free and clear of Encumbrances (isubject to any Company Shares Transferred in accordance with Section 3.1 hereof). Such Supporting Stockholder further represents that, as of the date hereof and as of the time of any Company Voting Event, other than as provided in Section 1.2 hereof, any proxies given in respect of such Supporting Stockholder’s Company Shares have been revoked. Neither such Supporting Stockholder nor any of its Affiliates is a party to, or bound by, any Contract (other than this Agreement and the Merger Agreement) directly relating to the Merger, any Company Takeover Proposal, the voting of any of its Subject Company Shares, or the sale, transfer or other disposition (including any pledge agreement) of its Subject Company Shares, or has any other equity securities arrangement or understanding with any other holder of the Company or (ii) the power Shares relating to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholderforegoing.

Ownership of the Company Shares. Such Requisite Company Shareholder is either (ax) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Company Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement Agreement, or (ii) as may be set forth in the Organizational Documents of the Company Charter or (by) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Company Shareholder’s name. Such Requisite Company Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Company Shareholder set forth in this Agreement, in each case, over all Subject SharesCompany Shares currently or hereinafter owned by such Company Shareholder and all Company Shares such Company Shareholder currently or hereinafter has the power to vote (including, without limitation, by proxy or power of attorney). As of the date hereof, such Requisite Company Shareholder does not own any other voting securities of the Company or have the power to vote (including including, without limitation, by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A opposite such Requisite Company Shareholder’s name. As of the date hereof, such Requisite Company Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite such Requisite Company Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Company Shareholder pursuant to arrangements made by such Requisite ShareholderCompany Shareholders.

Ownership of the Company Shares. Such The Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such the Requisite Shareholder’s name, free and clear of any and all LiensEncumbrances, other than (i) those created by this Agreement or Agreement, (ii) as may be set forth in the Organizational Documents of the Company Charter or (iii) those imposed by applicable Law, including federal and state securities Laws and (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such the Requisite Shareholder’s name. Such The Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, and will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such the Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such the Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company other than the Company Shares set forth on Schedule A hereto opposite such the Requisite Shareholder’s name. As of the date hereof, such the Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A hereto opposite such the Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such the Requisite Shareholder pursuant to arrangements made by such the Requisite Shareholder.

Ownership of the Company Shares. Such Requisite Shareholder is either (a) the owner of the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement or (ii) as may be set forth in the Organizational Documents of the Company Charter or (b) has the power to vote (including, without limitation, by proxy or power of attorney) the Company Shares indicated on Schedule A hereto opposite such Requisite Shareholder’s name. Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof, will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney) any other voting securities of the Company or Plus Holdings other than the Company Shares or Plus Holdings Shares set forth on Schedule A opposite such Requisite Shareholder’s name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities of the Company or Plus Holdings or (ii) the power to vote any other voting securities of the CompanyCompany or Plus Holdings, in each case except as set forth on Schedule A opposite such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements made by such Requisite Shareholder.