The Subject Securities Sample Clauses

The Subject Securities. Each Shareholder shall hold and at the Closing shall transfer to Purchaser good, valid and marketable title to its respective Subject Securities, free and clear of all liens, claims and encumbrances of any kind or character whatsoever.

The Subject Securities. The Stockholder is the beneficial owner of the Subject Securities. All of the Subject Warrants are fully vested and freely exercisable by the Stockholder to acquire any and all shares of Company Common Stock underlying the Subject Warrants at its option. The Stockholder does not beneficially own any shares of capital stock of the Company or securities convertible or exchangeable for shares of capital stock of the Company, other than the Subject Securities. The Stockholder has the sole right and power to vote and dispose of the Subject Securities, and none of such Subject Securities is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or transfer of any of the Subject Securities, except as contemplated by this Agreement.

The Subject Securities. Such Fund is the record holder of the number of Subject Shares and Subject Warrants set forth opposite its name on Schedule A hereto. Such Fund has good and marketable title to the Subject Securities set forth opposite its name on Schedule A hereto and at all times during the term hereof and on the Closing Date and on the Option Closing Date will have good and valid title to its Subject Shares, free and clear of all liens, claims, security interests or other charges or encumbrances, and, upon delivery thereof to Newco against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising as a result of actions taken or omitted by Newco), will pass to Newco. Such Fund does not own of record any shares of capital stock of the Company or securities convertible or exchangeable for shares of capital stock of the Company, other than the Subject Securities. The Stockholder has the sole right and power to vote and dispose of the Subject Securities owned of record by such Fund, except as contemplated by this Agreement.

The Subject Securities. As of the date of this Agreement, such Shareholder is the legal and beneficial owner of and, together with the applicable controlling entity or entities of such Shareholder (as applicable, the “Controlling Entities”), has the sole right to vote and dispose of such Shareholder’s Subject Securities, free and clear of any Liens whatsoever, except for any Liens which arise hereunder and transfer restrictions contained in the Opco Partnership Agreement. None of such Shareholder’s Subject Securities is subject to any voting trust or other similar agreement, arrangement or restriction, except as contemplated by this Agreement. Without limiting the generality of the foregoing and other than the Opco Partnership Agreement, (i) there are no agreements or arrangements of any kind, contingent or otherwise, obligating such Shareholder to sell, transfer (including by tendering into any tender or exchange offer), assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose of or encumber, including by operation of law or otherwise (each, a “Transfer”), any or all of the Subject Securities, other than a Transfer, such as a hedging or derivative transaction, with respect to which such Shareholder (and/or its Controlling Entities) retains its Subject Securities and the sole right to vote, dispose of and exercise dissenters’ rights with respect to its Subject Shares during the Applicable Period (as defined below) and (ii) no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Securities.

The Subject Securities. (i) As of the Signing Date, the Stockholder directly owns, is the record and beneficial owner of, and has the sole right to vote and dispose of the following: (1) [ ] shares of Company Series B Preferred Stock; (2) the following Warrants: a. [one or more Series E Warrants, issued on March 2, 2009 (such series of Warrant, “Series E Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] b. [one or more Series I Warrants, issued on May 17, 2010 (such series of Warrant, “Series I Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] c. [one or more Series J Warrants, issued on October 7, 2010 (such series of Warrant, “Series J Warrants”)¸ to purchase an aggregate of [ ] shares of Company Common Stock;] d. [one or more Series K Warrants, issued on February 22, 2011 (such series of Warrant, “Series K Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock;] e. [one or more Series L Warrants, issued on August 16, 2011 (such series of Warrant, “Series L Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock; and] f. [one or more Series M Warrants, issued on September 28, 2011 (such series of Warrant, “Series M Warrants”), to purchase an aggregate of [ ] shares of Company Common Stock.] (ii) Other than Company Common Stock and the Company Securities set forth in Section 2.1(d)(i), the Stockholder does not directly or indirectly own, is not the record or beneficial owner of, and does not have the right to vote or dispose of, any Company Securities. The Stockholder owns all of the Subject Securities (including, as of the Signing Date, the Securities set forth in Section 2.1(d)(i)), free and clear of any Liens, except for any Liens that arise as a result hereof and restrictions on transfer of such Securities that might exist under applicable securities Laws. (iii) Except for the Merger Agreement or as set forth in the COD, (A) there are no Contracts requiring the Stockholder to Transfer, or cause to be Transferred, any Subject Security and (B) no Person has any contractual or other right or obligation to purchase or otherwise acquire any Subject Security. (iv) Neither the Stockholder nor any of the Stockholder’s Affiliates are a party to, or otherwise subject to, any Derivative Transaction with respect to any Company Security.