Common use of Ownership of the Covered Shares Clause in Contracts

Ownership of the Covered Shares. As of the date hereof, (a) the Shareholder is the beneficial or record owner of 205,671,483 Covered Shares, free and clear of any and all Liens, other than those created by (i) this Agreement, (ii) the Investors Agreement and (iii) the Shareholders’ Agreement, (b) such Covered Shares (other than the shares underlying the Company Common Warrant) are fully paid up, and (c) the Shareholder has sole voting power over all of such Covered Shares beneficially owned by the Shareholder. As of the date hereof, the Shareholder has not entered into any agreement to Transfer such Covered Shares. As of the date hereof, the Shareholder does not own, beneficially or of record, any Company Common Shares or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, Company Common Shares or other voting shares of the Company) other than such Covered Shares.

Appears in 3 contracts

Samples: Support Agreement, Support Agreement (NXP Semiconductors N.V.), Support Agreement (Freescale Semiconductor, Ltd.)

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Ownership of the Covered Shares. As of the date hereof, (a) the such Shareholder is the beneficial or record owner of 205,671,483 the number of Covered SharesShares set forth opposite such Shareholder’s name on Annex I hereto, free and clear of any and all LiensEncumbrances, other than those created by (i) this Agreement, (ii) Agreement or the Investors Agreement and (iii) the ShareholdersStockholders’ Agreement, (b) such Covered Shares (other than the shares underlying the Company Common Warrant) are fully paid up, and (c) the such Shareholder has sole full voting power, and full power of disposition, in each case over all of such Covered Shares owned (beneficially owned or of record) by the such Shareholder. As of the date hereof, the such Shareholder has not entered into any agreement to Transfer such Covered Shares. As of the date hereof, the such Shareholder does not own, beneficially or of record, any Company Common Shares or other voting shares of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, Company Common Shares or other voting shares of the Company) other than such Covered Shares.

Appears in 1 contract

Samples: Support Agreement (Unitedhealth Group Inc)

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