Common use of Ownership of the Covered Shares Clause in Contracts

Ownership of the Covered Shares. (a) The Stockholder is, as of the date hereof, the beneficial or record owner of the Stockholder’s Covered Shares, all of which are free and clear of any liens, other than those created by this Agreement, the Merger Agreement, the Organizational Documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or arising under applicable securities Laws, and (b) the Stockholder has sole or, with an Affiliate of the Stockholder, shared voting power over all of the Covered Shares beneficially owned by the Stockholder. The Stockholder has not entered into any agreement to Transfer any Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the Stockholder. As of the date hereof, the Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned Shares.

Ownership of the Covered Shares. (a) The Stockholder is, as of the date hereof, the beneficial or record owner of the Stockholder’s Covered Shares, all of which are free and clear of any liens, other than those created by this Agreement, the Merger Agreement, the Organizational Documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or arising under applicable securities Lawslaws, and (b) except as set forth in the amended and restated stockholders agreement, dated November 16, 2023 (the “Stockholders Agreement”), by and among, inter alia, the Company and the Stockholder, the Stockholder has sole or, with an Affiliate of the Stockholder, shared voting power over all of the Covered Shares beneficially owned by the Stockholder. The Stockholder has not entered into any agreement to Transfer any Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the Stockholder. As of the date hereof, except as otherwise disclosed to the Parent, the Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned Shares.

Ownership of the Covered Shares. (a) The Stockholder is, as of the Agreement Date and, with respect to any Covered Shares acquired after the Agreement Date, will be as of the date hereofof such acquisition, the beneficial or record owner of the such Stockholder’s Covered Owned Shares, all of which are free and clear of any liensand all Liens, other than those (i) created by this Agreement, the Merger Agreement, the Organizational Documents of the Company, the Investor Rights Agreement and the Amended and Restated Registration Rights Agreement, each dated as of December 8, 2021, by and among the Company and the investors named therein, or (ii) arising under applicable securities Lawslaws or (iii) as disclosed on Schedule A hereto, and (b) the Stockholder has sole or, with an Affiliate of the Stockholder, shared voting power over all of the such Owned Shares and Covered Shares Shares, respectively, beneficially owned by the Stockholder. The Stockholder has not entered into any agreement to Transfer any Covered Shares and no Person (other than the Stockholder and any Person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the StockholderShares. As of the date hereofAgreement Date, the Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Stock or other voting shares of the Company) other than the Owned SharesShares and the Company Equity Awards held by the stockholder.