Common use of The Owned Shares Clause in Contracts

The Owned Shares. The Stockholder is the record and beneficial owner of the Owned Shares set forth in column 1 opposite its name on Schedule A, free and clear of (i) any Encumbrances (other than the Merger Agreement and those created by the Securityholders Agreement) and (ii) any restrictions whatsoever with respect to the ownership, transfer or voting of the Owned Shares that would, individually or in the aggregate, reasonably be expected to impair the ability of the Stockholder to timely perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated by the Merger Agreement. None of such Owned Shares are subject to any voting trust or other voting agreement, except pursuant to the Securityholders Agreement or as contemplated by this Agreement. Except for the Owned Shares, the Stockholder does not own beneficially or of record any common stock or other voting securities of the Company on the date hereof, and does not, directly or indirectly, own or have any option, warrant or other right to acquire any common stock or other securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote under the Company’s Charter, applicable Law or otherwise.

The Owned Shares. The Such Stockholder is the record and beneficial owner of the Owned Shares set forth in column 1 opposite its name on Schedule A, free and clear of (i) any Encumbrances (other than the Merger Agreement and those created by the Securityholders Securityholders’ Agreement) and (ii) any restrictions whatsoever with respect to the ownership, transfer or voting of the Owned Shares that would, individually or in the aggregate, reasonably be expected to impair the ability of the Stockholder to timely perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated by the Merger Agreement. None of such Owned Shares are subject to any voting trust or other voting agreement, except pursuant to the Securityholders Securityholders’ Agreement or as contemplated by this Agreement. Except for the Owned Subject Shares, the such Stockholder does not own beneficially or of record any common stock or other voting securities of the Company on the date hereof, and does not, directly or indirectly, own or have any option, warrant or other right to acquire any common stock or other securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote under the Company’s Charter, applicable Law or otherwise.

The Owned Shares. The As of the date hereof, the Stockholder is the record and or beneficial owner of the Owned Shares set forth in column 1 opposite its next to such Stockholder’s name on Schedule A, free and clear of (i) any Encumbrances (other than the Merger Agreement and those created by the Securityholders this Agreement) and (ii) any restrictions whatsoever with respect to the ownership, transfer or voting of the Owned Shares that would, individually or in the aggregate, reasonably be expected to impair the ability of the Stockholder to timely perform its obligations under this Agreement or prevent or delay the consummation of the transactions contemplated by the Merger Agreement, subject to applicable federal or state securities Laws. None of such Owned Shares are subject to any voting trust or other voting agreement, except pursuant to the Securityholders Agreement or as contemplated by this Agreement. Except for the Owned SharesShares and for stock options disclosed in the Company Disclosure Letter, on the date hereof, the Stockholder does not own beneficially or of record any common stock or other voting securities of the Company on the date hereof, and does not, directly or indirectly, own or have any option, warrant or other right to acquire any common stock or other securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote under the Company’s Charterarticles of incorporation, applicable Law or otherwise.