Ownership of the Owned Shares. Each Stockholder is, as of the date hereof, the record or beneficial owner of the Owned Shares set forth opposite such Stockholder’s name on Exhibit A hereto, all of which are free and clear of any Encumbrances, other than those created by this Agreement or arising under applicable securities laws. No Stockholder owns, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire, or that are exercisable for, or convertible or exchangeable into, shares of capital stock of the Company, in each case other than the Owned Shares and the Company Warrants. Each Stockholder has the sole right to Transfer the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Agreement. As of the date hereof, no Stockholder has entered into any agreement to Transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by any Stockholder.
Appears in 2 contracts
Samples: Voting and Support Agreement (Mirati Therapeutics, Inc.), Voting and Support Agreement (Mirati Therapeutics, Inc.)
Ownership of the Owned Shares. Each Stockholder is, as of the date hereof, is the record or beneficial owner of the Owned Shares shares of Company Common Stock set forth opposite such Stockholder’s its name on Exhibit A heretoA, representing all beneficially owned shares of Company Common Stock held by the Stockholders, all of which are free and clear of any EncumbrancesLiens, other than those created by this Agreement or arising under applicable securities lawsLaws or created by this Proxy and Agreement. No Stockholder owns, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire, or that are exercisable for, or convertible or exchangeable into, acquire shares of capital stock of the Company, in each case case, other than the Owned Shares and the Company Warrants. Each or as set forth on Exhibit A. Such Stockholder has the sole right to Transfer dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as contemplated by this Proxy and Agreement. As of the date hereof, no such Stockholder has not entered into any agreement to Transfer transfer any Owned Shares and no person has a right to acquire any of the Owned Shares held by any such Stockholder.
Appears in 2 contracts
Samples: Irrevocable Proxy and Agreement (Patriot Transportation Holding, Inc.), Irrevocable Proxy and Agreement (Patriot Transportation Holding, Inc.)