Common use of The Subject Shares Clause in Contracts

The Subject Shares. The Stockholder is the beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Stockholder is the record and beneficial owner of, or is trustee of a trust that is the record holder of, and (except as set forth on Schedule A attached hereto) record owner whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Stockholder is the beneficial record holder of and (except as set forth on Schedule A attached hereto) record owner ------------------- has the sole authority to transfer, dispose of, sell and has convey the Subject Shares and the sole power to convey good and marketable valid title to, the Subject Shares set forth opposite such Stockholder's name on Schedule A attached heretoShares, free and clear of any claims, liens, Liens except for encumbrances and security interests whatsoeveror proxies arising pursuant to this Agreement. The Neither the Stockholder does not ownnor any of its affiliates owns, of record or beneficially, or has voting or dispositive control over, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's name on Schedule A attached heretoShares. The Stockholder has the sole right to vote such the Subject Shares, and none of such the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such the Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Such Stockholder is the beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable title to, to the Subject Shares of such Stockholder set forth opposite such Stockholder's its name on Schedule A attached hereto, free and clear of any claimsLiens. Other than as set forth on Schedule A hereto, liens, encumbrances and security interests whatsoever. The such Stockholder does not own, own (of record or beneficially, ) any shares of capital stock of the Company or any options, warrants, rights or other than similar instruments to acquire any capital stock or other voting securities of the Subject Shares set forth opposite such Stockholder's name on Schedule A attached heretoCompany. The Such Stockholder has the sole right to vote such and Transfer (as defined in Section 3(c)) the Subject SharesShares set forth opposite its name on Schedule A hereto, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting or the Transfer of such Subject Shares, except as contemplated by Shares that would in any way limit the ability of such Stockholder to perform its obligations under this Agreement.

The Subject Shares. The Such Stockholder is the record and beneficial and (except as set forth on Schedule A attached hereto) record owner of, of and has good and marketable valid title to, the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Except to the extent set forth in footnotes 1, 2, 3 and 4 to Schedule A attached hereto, such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto. The Such Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Such Stockholder is the record and ------------------ beneficial and (except as set forth on Schedule A attached hereto) record owner of, of and has good and marketable valid title to, the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Except to the extent set forth in footnotes 1, 2, 3 and 4 to Schedule A attached hereto, such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto. The Such Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Stockholder is the record and beneficial ------------------ owner of, or is trustee of a trust that is the record holder of, and (except as set forth on Schedule A attached hereto) record owner whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's his or its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's his or its name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Stockholder is the record and beneficial ------------------- owner of, or is the trustee of a trust that is the record holder of, and (except as set forth on Schedule A attached hereto) record owner whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's his, her or its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverLiens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's his or its name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Each Stockholder is the record and beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable valid title to, the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances encumbrances, security interests, options, charges and security interests whatsoeverrestrictions of any kind (other than restrictions pursuant to applicable securities laws). The Each Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto. The Each Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Each Stockholder is the record and beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable valid title to, the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances encumbrances, security interests, options, charges and security interests whatsoeverrestrictions of any kind (other than restrictions pursuant to applicable securities laws). The Each Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth 4 4 opposite such Stockholder's its name on Schedule A attached hereto. The Each Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Stockholder is the record and beneficial owner of, or is the trustee of a trust that is the record holder of, and (except as set forth on Schedule A attached hereto) record owner whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's his, her or its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverLiens. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's his or its name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

The Subject Shares. The Such Stockholder is the record and beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoeverliens or encumbrances. The Such Stockholder does not own, own of record or beneficially, any shares of capital stock of the Company HD Shares other than the Subject Shares set forth opposite such Stockholder's its name on Schedule A attached hereto, and does not beneficially own any shares of capital stock of HD other than Subject Shares. The Except as described in paragraph (c) of this Section 1, each Stockholder has the sole right to vote such the Subject SharesShares set forth opposite its name on Schedule A hereto, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except Shares as contemplated by this Agreementherein.

The Subject Shares. The Stockholder is the record and beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's its name on Schedule SCHEDULE A attached hereto, free and clear of any claimsliens or other encumbrances whatsoever, liens, except for such liens or encumbrances and security interests whatsoeverwhich do not affect the enforceability of this Agreement as identified on Schedule B attached hereto. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's its name on Schedule SCHEDULE A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.