Common use of Shares and Shareholders Clause in Contracts

Shares and Shareholders. Schedule 2.1 sets forth the name, as it appears in the Company's corporate records, of each record owner of shares of the Company's capital stock, the number and class or series of the shares of capital stock held by each Shareholder, and the percentage of the Merger Consideration each Shareholder is to receive. Schedule 2.1 also reflects the proportions in which the Shareholders will share the cash and stock components of the Merger Consideration, which are different than their percentage ownership interests in the Company. The Shareholders hereby agree to those proportions and waive any right they may have to receive all elements of the Merger Consideration in proportion to their stock ownership of the Company.