Common use of Ownership of the Covered Shares Clause in Contracts

Ownership of the Covered Shares. (a) Each Stockholder is, as of the date hereof, the beneficial or record owner of such Stockholder’s Covered Shares, free and clear of any and all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than those created by this Agreement and (b) each Stockholder has sole voting power over all of the Covered Shares beneficially owned by each Stockholder. Each Stockholder has not entered into any agreement to Transfer any Covered Shares. As of the date hereof, the Stockholders do 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. Any additional Company Securities acquired by the Stockholders after the date hereof and prior to the Expiration Time will be owned beneficially or of record by the Stockholder, free and clear of any Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than those created by this Agreement. Each Stockholder has and will have at all times through the Expiration Time sufficient rights and powers over voting and disposition with respect to the matters set forth in Section 2 and Section 3, and to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Covered Shares, with no other limitations, qualifications or restrictions on such rights, in each case, subject to the terms of this Agreement. All of the Covered Shares are, as of the date hereof, held directly by the Stockholders.

Ownership of the Covered Shares. (a) Each 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 such Stockholder’s Covered Owned Shares, free and clear of any and all Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind other than those (i) created or permitted by this Agreement Agreement, (ii) arising under applicable securities laws or (iii) as disclosed on Schedule A hereto, and (b) each the Stockholder has sole voting power over all of the such Owned Shares and Covered Shares Shares, respectively, beneficially owned by each the Stockholder. Each The Stockholder has not entered into any agreement to Transfer any Covered Shares. As of the date hereofAgreement Date, the Stockholders do Stockholder does not own, beneficially or of record, any shares of Company Common Stock or other voting shares Equity Securities of the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company Common Stock (including pursuant to any 2026 Convertible Notes) or other voting shares Equity Securities of the Company) other than the Owned SharesShares held by such Stockholder. Any additional Company Securities acquired by Neither the Stockholders after the date hereof and prior to the Expiration Time will be owned beneficially Stockholder or any of record by the Stockholderits Affiliates has entered into (i) any voting agreement, free and clear of any Liens, subscriptions, options, warrants, calls, proxies, commitments, restrictions and Contracts of any kind voting trust or other than those created by this Agreement. Each Stockholder has and will have at all times through the Expiration Time sufficient rights and powers over voting and disposition similar agreement with respect to the matters set forth in Section 2 and Section 3such Stockholder’s Covered Shares, and to agree to all (ii) a proxy or power of the matters set forth in this Agreement, in each case attorney with respect to all such Stockholder’s Covered Shares which is inconsistent with the obligations of the Covered Sharessuch Stockholder pursuant to this Agreement or (iii) any Contract or agreement that would interfere with, with no other limitationsor prohibit or prevent it from satisfying, qualifications or restrictions on such rights, in each case, subject its obligations pursuant to the terms of this Agreement. All of the Covered Shares are, as of the date hereof, held directly by the Stockholders.