Dispositive power clause samples

TMP LLC, the general partner of TMP and TMPA, has voting and dispositive power over the shares held by TMP and TMPA.In addition, TMPN has entered into an agreement with TMP LLC that directs TMPN to vote and dispose of securities in the same manner as directed by TMP LLC with respect to the shares held by TMP and TMPA.James E. Thomas and Peter McNerney are the managers of TMPN and have voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP LLC votes and disposes of the securities of the Issuer over which TMP LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP LLC.

TMP II LLC, the general partner of TMP II and TMPA II, has voting and dispositive power over the shares held by TMP II and TMPA II. In addition, TMPN II has entered into an agreement with TMP II LLC that directs TMPN II to vote and dispose of securities in the same manner as directed by TMP II LLC with respect to the shares held by TMP II and TMPA II. James E. Thomas and Peter McNerney are the managers of TMPN II and have voting and dispositive power over such securities, provided that they are obligated to exercise such power in the same manner as TMP II LLC votes and disposes of the securities of the Issuer over which TMP II LLC exercises voting and dispositive power. James E. Thomas is the sole manager of TMP II LLC.

(a) Includes (i) 11,618 shares of Class A common stock, par value $0.001 per share (“Class A Common Stock”) of Reata Pharmaceuticals, Inc. (“Reata”); (ii) 129,308 shares of Class B common stock, par value $0.001 per share (“Class B Common Stock”) of Reata, and (iii) 12,222 shares of Class B Common Stock issuable pursuant to stock options exercisable within 60 days of the date hereof, which Class B Common Stock may be converted at any time into Class A Common Stock, each held directly by William E. Rose (“Mr. Rose”) over which he exercises sole voting and dispositive power. (b) Includes 180,909 shares of Class A Common Stock which Mr. Rose may be deemed to beneficially own through Montrose Investments I, L.P. (“Montrose L.P.”) as the sole member and sole manager of Montrose Investments GP, LLC (“Montrose GP”). (c) Includes (i) 20 shares of Class A Common Stock and (ii) 215 shares of Class B Common Stock held by the Charles Henry Rose 2001 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. (d) Includes (i) 45 shares of Class A Common Stock and (ii) 492 shares of Class B Common Stock held by the John William Rose 2002 Trust over which Mr. Rose is co-trustee and over which he may be deemed to have shared voting and dispositive power with Catherine Marcus. (e) Includes 811,546 shares of Class A Common Stock held by Puffin Partners, L.P. (“Puffin Partners”) which Mr. Rose may be deemed to beneficially own as a co-manager of Puffin GP, LLC (“Puffin GP”), the general partner of Puffin Partners. Mr. Rose and Charles E. Gale (“Mr. Gale”) are co-managers of Puffin GP and may be deemed to share voting and dispositive power over Puffin Partners. (f) Includes (i) 7,886 shares of Class A Common Stock and (ii) 87,776 shares of Class B Common Stock held by the Evelyn P. Rose SEP IRA (“Rose IRA”) as a result of a transfer from the Evelyn P. Rose Fidelity Rollover IRA on November 15, 2017, which Mr. Rose may be deemed to beneficially own as a member of a stockholder group which includes the Evelyn P. Rose (“Mrs. Rose”) and Mr. Gale.

(a) Includes (i) 13,517 shares of Class A Common Stock and (ii) 15,869 shares of Class B Common Stock held directly by Mr. Gale over which he exercises sole voting and dispositive power. (b) Includes (i) 67,735 shares of Class A Common Stock and (ii) 1,877,998 shares of Class B Common Stock held by the Survivor’s Trust, for which Mrs. Rose and Mr. Gale serve as co- trustees and over which Mr. Gale may be deemed to have shared voting and dispositive power. (c) Includes (i) 811,546 shares of Class A Common Stock held by Puffin Partners, which Mr. Gale may be deemed to beneficially own as a co-manager of Puffin GP, the general partner of Puffin Partners, Mr. Gale and Mr. Rose serve as co-managers of Puffin GP and may be deemed to share voting and dispositive power over the shares held by Puffin Partners. (d) Includes (i) 29 shares of Class A Common Stock and (ii) 313 shares of Class B Common Stock held by the Charles E. Gale Fidelity Rollover IRA (“Gale IRA”) for the benefit of Mr. Gale.

(1) Amounts exclude 20,000 Ordinary Shares over which Mahira Nabulsi Abu-Ghazaleh, this Reporting Person’s spouse, has shared voting power and sole dispositive power. The amount of Ordinary Shares over which this Reporting Person has shared voting power includes such 20,000 Ordinary Shares.

(4) Amounts exclude (i) 10,000 Ordinary Shares over which Aya Ahmad Abu-Ghazaleh, this Reporting Person’s daughter, has shared voting power and sole dispositive power, (ii) 10,000 Ordinary Shares over which Mohamad Ahmad Abu-Ghazaleh, this Reporting Person’s son, has shared voting power and sole dispositive power, (iii) 10,000 Ordinary Shares over which Saif Ahmad Abu-Ghazaleh, this Reporting Person’s son, has shared voting power and sole dispositive power, and (iv) 10,000 Ordinary Shares over which Tara Ahmad Abu-Ghazaleh, this Reporting Person’s daughter, has shared voting power and sole dispositive power. This Reporting Person expressly disclaims beneficial ownership of these Ordinary Shares except to the extent of his pecuniary interest therein.

(8) Amounts exclude 10,000 Ordinary Shares over which Kareem Zaki Abughazaleh, this Reporting Person’s father, has shared voting power and sole dispositive power. This Reporting Person expressly disclaims beneficial ownership of such excluded Ordinary Shares except to the extent of her pecuniary interest therein.

(b) The following table sets forth, as of the date set forth on the cover of this Amendment No.13, the number of Ordinary Shares beneficially owned by each Reporting Person over which such person has sole voting power, shared voting power, sole dispositive power or shared dispositive power. Each Reporting Person other than Mohammad Abu-Ghazaleh disclaims beneficial ownership of the Ordinary Shares held by each other Reporting Person except to the extent of such Reporting Person’s pecuniary interest therein. To the best knowledge of the Reporting Persons, and except as described herein, none of Reporting Persons own or beneficially own any additional Ordinary Shares.

The Ordinary Shares reported as beneficially owned by each Reporting Person includes only those shares over which such person may be deemed to have voting or dispositive power. Only Management Holdings and Management Holdings GP report beneficial ownership of all of the Ordinary Shares owned of record by the Apollo Holders. Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section13(d)or 13(g)of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(3) Includes 41,927 shares owned by Martin Family 2016 Trust UID 6-14-2016, , and 93,601 shares owned by Douglas H. Martin Trust UID 4-18-2014, as to which Mr.Martin, as sole Trustee of the trusts, has sole voting power and sole dispositive power. Also includes 800 shares owned by Douglas Martin Custodian for Haven Celeste Martin as to which Mr.Martin has sole voting power and sole dispositive power, and 1,600 shares owned by Mr.Martin’s children as to which Mr.Martin has shared voting and dispositive power pursuant to powers of attorney. Also includes 43,077 shares owned through a Roth IRA account as to which Mr.Martin has sole voting and dispositive power. Also includes 3,100 shares owned by Mr.Martin’s spouse as custodian for a minor child, as to which Mr.Martin may be deemed to have shared voting and dispositive power. Also includes 1,600 shares owned by a charitable foundation of which Mr.Martin is a co-trustee, as to which Mr.Martin has shared voting and dispositive power. Also includes 10,000 shares which Mr.Martin has the right to receive upon the exercise of options, and as to which Mr.Martin would have sole voting power and sole dispositive power.