Common use of Acquisition of Additional Shares; Other Restrictions Clause in Contracts

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Directors who are not Stockholder Directors and except as expressly permitted by this Agreement or any amendment hereto, the Stockholders shall not, directly or indirectly, and shall cause the Stockholder Permitted Transferees not to, directly or indirectly: (a) acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise (i) Beneficial Ownership of any shares of Common Stock or any other security convertible into, or any option, warrant or right to acquire, Common Stock, if such acquisition would cause the Beneficial Ownership of the Stockholders and the Stockholder Permitted Transferees to be (A) more than 49.9% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own 40% or more of the outstanding shares of Common Stock (on a Fully Diluted Basis) or (B) more than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own less than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) (each of the percentages described in clauses (A) and (B) above being hereinafter referred to, as applicable, as the "Maximum Stockholder Stock Ownership Percentage"), (ii) one-third or more of the outstanding shares of Senior Preferred Stock or (iii) a significant portion of the assets of the Company or any of its Affiliates. With respect to clause (i) above, any increase in Beneficial Ownership by the Stockholders and any Stockholder Permitted Transferees resulting from any Accretion Amounts (as such term is defined in the Certificate of Designation), from any dividend in the form of Common Stock made with respect to the Conversion Stock, or from any repurchase of Common Stock by the Company shall not be included in the Maximum Stock Ownership Percentage; provided, however, that in all cases, the Stockholders may acquire securities of the Company pursuant to Section 4.05 or pursuant to the issuance of any dividends on Common Stock. (b) solicit, or participate in any solicitation of, proxies with respect to any Common Stock or other voting securities of the Company, or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Directors or in favor of any matter that has not been approved by a majority of the Directors unless the Company or Xx. Xxxxx has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (c) propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Directors or in favor of any matter that has not been approved by a majority of the Directors unless the Company or Xx. Xxxxx has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (d) deposit any securities of the Company into a voting trust or similar agreement or subject any securities of the Company to any arrangement or agreement with respect to the voting of such Common Stock other than an agreement or arrangement solely among the Stockholders and the Stockholder Permitted Transferees; (e) take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement; (f) unless the Company is the subject of a bona fide unsolicited tender offer, exchange offer or other takeover attempt, propose (or publicly announce or otherwise disclose an intention to propose), any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (g) solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (h) make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement in a manner that requires public disclosure by any of the parties hereto; or (i) announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Directors who are not Stockholder Directors and except as expressly permitted by this Agreement or any amendment hereto, the Stockholders shall not, directly or indirectly, and shall cause the Stockholder Permitted Transferees not to, directly or indirectly: (a) acquire, announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise (i) Beneficial Ownership of any shares of Common Stock or any other security convertible into, or any option, warrant or right to acquire, Common Stock, if such acquisition would cause the Beneficial Ownership of the Stockholders and the Stockholder Permitted Transferees to be (A) more than 49.9% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own 40% or more of the outstanding shares of Common Stock (on a Fully Diluted Basis) or (B) more than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own less than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) (each of the percentages described in clauses (A) and (B) above being hereinafter referred to, as applicable, as the "Maximum Stockholder Stock Ownership Percentage"), (ii) one-third or more of the outstanding shares of Senior Preferred Stock or (iii) a significant portion of the assets of the Company or any of its Affiliates. With respect to clause (i) above, any increase in Beneficial Ownership by the Stockholders and any Stockholder Permitted Transferees resulting from any Accretion Amounts (as such term is defined in the Certificate of Designation), from any dividend in the form of Common Stock made with respect to the Conversion Stock, or from any repurchase of Common Stock by the Company shall not be included in the Maximum Stock Ownership Percentage; provided, however, that in all cases, the Stockholders may acquire securities of the Company pursuant to Section 4.05 or pursuant to the issuance of any dividends on Common Stock.; (b) solicit, or participate in any solicitation of, proxies with respect to any Common Stock or other voting securities of the Company, or become a "participant" in a "solicitation" (as such terms are defined in Rule 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Directors or in favor of any matter that has not been approved by a majority of the Directors unless the Company or Xx. Xxxxx has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (c) propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholders, nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Directors or in favor of any matter that has not been approved by a majority of the Directors unless the Company or Xx. Xxxxx has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach); (d) deposit any securities of the Company into a voting trust or similar agreement or subject any securities of the Company to any arrangement or agreement with respect to the voting of such Common Stock other than an agreement or arrangement solely among the Stockholders and the Stockholder Permitted Transferees; (e) take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement; (f) unless the Company is the subject of a bona fide unsolicited tender offer, exchange offer or other takeover attempt, propose (or publicly announce or otherwise disclose an intention to propose), any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (g) solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (h) make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement in a manner that requires public disclosure by any of the parties hereto; or (i) announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above.

Acquisition of Additional Shares; Other Restrictions. During the Standstill Period, except with the prior approval of a majority of the Independent Directors who are not (except any Stockholder Directors and except as expressly permitted by this Agreement or Director), neither LLC Stockholder nor any amendment hereto, the Stockholders shall notassignee of LLC Stockholder pursuant to Section 3.2(iv) shall, directly or indirectly, and shall cause the Stockholder Permitted Transferees their Affiliates not to, directly or indirectly: (a) acquireAcquire (other than any shares received as part of the Earn Out Payment as contemplated in the Merger Agreement), announce an intention to acquire, offer to acquire, or enter into any agreement, arrangement or undertaking of any kind the purpose of which is to acquire, by purchase, exchange or otherwise otherwise, (i) Beneficial Ownership of any shares of Company Common Stock Stock, or (ii) any other security convertible into, or any option, warrant or right to acquire, Company Common Stock, if such acquisition would cause the Beneficial Ownership of the Stockholders and the Stockholder Permitted Transferees to be (A) more than 49.9% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own 40% or more of the outstanding shares of Common Stock (on a Fully Diluted Basis) or (B) more than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) if prior to such transaction the Stockholders and the Stockholder Permitted Transferees Beneficially Own less than 40% of the outstanding shares of Common Stock (on a Fully Diluted Basis) (each of the percentages described in clauses (A) and (B) above being hereinafter referred to, as applicable, as the "Maximum Stockholder Stock Ownership Percentage"), (ii) one-third or more of the outstanding shares of Senior Preferred Stock or (iii) a significant portion all or substantially all of the assets of the Company or any of its Affiliates. With respect ; provided that Sections 4.2(a)(i) and 4.2(a)(ii) shall not be applicable to clause the extent that (iA) above, any increase in Beneficial Ownership the aggregate percentage of outstanding Company Common Stock owned by the Stockholders and any Stockholder Permitted Transferees resulting from any Accretion Amounts (is increased solely as such term is defined in the Certificate a result of Designation), from any dividend in the form of Common Stock made with respect to the Conversion Stock, or from any repurchase of Common Stock corporate action taken by the Company shall and not be included in caused by any action taken by the Maximum Stockholders or (B) the number of shares of outstanding Company Common Stock Ownership Percentagecollectively owned by the Stockholders does not exceed the number of shares collectively owned by the Stockholders at the Effective Time plus any shares received as part of the Earn Out Payment; provided, howeverfurther, that in all cases, the Stockholders may no event shall LLC Stockholder or any assignee of LLC Stockholder be permitted to acquire securities any shares of Company stock (other than shares received as part of the Earn Out Payment) if the acquisition of such shares would result in either of LLC Stockholder (or an assignee) owning 35% or more of the outstanding Company pursuant to Section 4.05 or pursuant to the issuance of any dividends on Common Stock. (b) solicitSolicit, or participate in any solicitation of, proxies with respect to any Company Common Stock or other voting securities of the CompanyStock, or become a "“participant" ” in a "“solicitation" ” (as such terms are defined in Rule Regulation 14A of the Exchange Act) in opposition to any matter that has been recommended by a majority of the Company’s Independent Directors (except any Stockholder Director) or in favor of any matter that has not been approved by a majority of the Independent Directors unless the Company or Xx. Xxxxx has breached (except any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breachStockholder Director);. (c) propose Propose or otherwise solicit stockholders of the Company for the approval of one or more stockholder proposals, seek or solicit support for (whether publicly or privately) any written consent of stockholders of the Company, attempt to call a special meeting of stockholdersstockholders (except with the approval of a majority of the Independent Directors excluding any Stockholder Director), nominate or attempt to nominate any Person for election as a Director (except in accordance with Article II), or seek the removal or resignation of any Director (except in accordance with Article II), in each case in opposition to any matter that has been recommended by a majority of the Independent Directors (except any Independent Director who is a Stockholder Director) (and such recommendation has not been revoked or withdrawn) or in favor of any matter that has not been approved by a majority of the Directors unless the Company or Xx. Xxxxx has breached any material provision of Article II or Article III (which breach shall not have been cured within 10 Business Days following receipt by the breaching party of written notice of such breach);Independent Directors. (d) deposit Deposit any securities of the Company into Common Stock in a voting trust or similar agreement or subject any securities of the Company Common Stock to any arrangement or agreement with respect to the voting of such Company Common Stock other than an agreement or arrangement solely among the Stockholders and the Stockholder Permitted Transferees;Stock. (e) take Take any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group with respect to Company Common Stock or otherwise act in concert with any Person for the purpose of circumventing the provisions or purposes of this Agreement;. (f) unless the Company is the subject of a bona fide unsolicited tender offer, exchange offer or other takeover attempt, propose Propose (or publicly announce or otherwise disclose an intention to propose), any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company; (g) solicit, offer, seek to effect, negotiate with or provide any confidential information relating to the Company or its business to any other Person with respect to any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving the Company;; provided, that nothing set forth in this Section 4.2(f) shall prohibit the Stockholders from soliciting, offering, seeking to effect and negotiating with any Person with respect to Transfers of Company Common Stock permitted by this Article IV; provided, further, that in so doing the Stockholders shall not issue any press release or otherwise make any public statements (other than statements made in response to any request by any Person for confirmation by the Stockholders or any of their Affiliates of information contained in any statement on Schedule 13D under the Exchange Act) with respect to such action (provided that the Stockholders may, and may permit its Affiliates to, make any statement required by applicable law, including without limitation, the amendment of any statement on Schedule 13D under the Exchange Act); provided, however, that in doing so Stockholders shall not provide any confidential information relating to the Company or its business to any such Person. (g) Take any other action to seek control (as such term is defined under Rule 12b-2 of the Exchange Act) of the Company. (h) make Make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a manner that requires public disclosure by any of the parties hereto; ornonpublic and confidential manner. (i) announce Announce an intention to do, or solicit, assist, prompt, induce or attempt to induce any Person Person, directly or indirectly, to do, any of the actions restricted or prohibited under subparagraphs (a) through (h) above. Notwithstanding the restrictions contained in this Section 4.2, neither the actions taken by any Stockholder Director in his or her capacity as a member of the Board pursuant to such Person’s responsibilities in such capacity nor the exercise by any Stockholder of its voting rights in accordance with Section 2.3 with respect to any Stockholder Shares it beneficially owns shall be deemed to violate this Section 4.2.