Ownership of Voting Stock. Neither the Purchaser nor any person with whom the Purchaser is acting as a partnership, limited partnership, syndicate or other group (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of acquiring, holding or disposing of securities issued by the Company Beneficially Owns (directly or indirectly) any Common Stock as of the date of this Agreement other than the Shares being purchased by the Purchaser hereunder.
Ownership of Voting Stock. Except for the Voting Stock set forth on such Shareholder’s signature page hereto, such Shareholder does not Beneficially Own any Voting Stock. Except for the Voting Stock set forth on the signature pages hereto of any of such Shareholder’s Affiliates that are also Shareholders hereunder, none of such Shareholder’s Affiliates Beneficially Owns any Voting Stock. Such Shareholder or one its Affiliates that is also a Shareholder hereunder is the sole record owner, and such Shareholder and its Affiliates that are also Shareholders hereunder are the sole Beneficial Owners, of all of the Voting Stock set forth on such Shareholder’s signature page hereto, free and clear of any lien or other limitation or restriction (including any restriction on the right to vote or otherwise dispose of such Voting Stock). None of such Voting Stock is subject to any voting trust or other agreement or arrangement with respect to the voting thereof.
Ownership of Voting Stock. On the date hereof, the Voting Stock set forth opposite the Stockholder’s name on Exhibit A hereto are owned beneficially by the Stockholder and the Voting Stock set forth on Exhibit A constitute the entire interest in the outstanding shares of capital stock of the Company over which the Stockholder has voting power. Except for the Voting Stock set forth in Exhibit A, as of the date hereof, neither the Stockholder nor any of its Affiliates, is the beneficial or record owner of, or exercises voting power over, any other outstanding shares of capital stock of the Company or any options, restricted stock units, warrants or other rights to acquire or that are exchangeable or exercisable for, or convertible into, directly or indirectly, shares of capital stock or other voting interests of the Company. No Person not signatory to this Agreement has a right to acquire or vote any of the Voting Stock. Except for restrictions in favor of Parent pursuant to this Agreement, and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various States of the United States, the Stockholder is the sole beneficial owner of all of the Voting Stock, in each case free and clear of Liens, and has the sole power to vote or direct the vote with respect to the Voting Stock. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; provided, that, for purposes of determining whether a Person is a beneficial owner of any Voting Stock, a Person shall be deemed to be the beneficial owner of any Voting Stock which may be acquired by such Person pursuant to any contract, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such Voting Stock is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Voting Stock and the Stockholder has not assigned any rights associated with any Voting Stock to any Person.
Ownership of Voting Stock. None of Parent or its “affiliates” or “associates” (as such terms are defined in Section 203 of the DGCL) is, nor at any time during the last three years has been, an “interested stockholder” of the Company (as defined in Section 203 of the DGCL). Neither Parent nor any of its “affiliates” or “associates” “owns” (or has “owned” in the past three years) any “voting stock” (as such terms are defined in Section 203 of the DGCL) or other securities of the Company or any option, warrants or other rights to acquire “voting stock” or other securities of, or other economic interests in, the Company.
Ownership of Voting Stock. The Subscriber (select one): [ ] owns directly or indirectly, or exercises control or direction over, no common shares in the capital stock of the Company or securities convertible into common shares in the capital stock of the Company; or [ ] owns directly or indirectly, or exercises control or direction over, _______________ common shares in the capital stock of the Company and convertible securities entitling the Subscriber to acquire an additional _______________ common shares in the capital stock of the Company.
