Acquisition of Additional Voting Securities. During the Standstill Period, each Stockholder hereby agrees that it shall not, and shall cause each of its Affiliates (which solely for purposes of this sentence shall include only Affiliates of such Stockholder which are engaged in the business of private equity investing, and shall not, without limitation, include (i) any portfolio company (or its subsidiaries) owned or controlled by such Stockholder or by any private equity investment vehicle that is an Affiliate of such Stockholder or (ii) any other Affiliate not engaged in the business of private equity investing, including any hedge fund, public equity investment vehicle, debt fund, real estate fund or similar entity, that would otherwise be considered an Affiliate of such Stockholder but with which such Stockholder does not act in concert with respect to the Company or its securities) not to, without the prior approval of the Company Board, directly or indirectly, (i) acquire, offer or propose to acquire or agree to acquire (whether by purchase, tender or exchange offer, through an acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group, or otherwise), the beneficial ownership of any additional Voting Securities of the Company or any of its Subsidiaries (or any warrants, options or other rights to purchase or acquire, or any securities convertible into, or exchangeable for, any Voting Securities of the Company or any of its Subsidiaries) (other than with respect to being deemed to be a Group with other Stockholders solely or as a result of an agreement, arrangement or understanding regarding the disposition of Registrable Securities); provided, however, that the foregoing restrictions shall not apply to any acquisition or proposed acquisition (each, an “Acquisition”) of beneficial ownership of any additional Voting Securities of the Company: (x) which is by way of stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of Equity Securities of the Company generally or (y) which involves Equity Securities acquired from the Company; (ii) make any public announcement with respect to, or submit any proposal for, any merger, consolidation, sale of substantial assets or other business combination, tender offer or exchange offer, purchase of assets, dissolution, liquidation, restructuring, recapitalization or extraordinary trans...
Acquisition of Additional Voting Securities. Limoneira hereby covenants and agrees that prior to the Termination Date (as hereinafter defined), neither it nor any of its Subsidiaries will, without the prior approval of the Board of Directors of Calavo, directly or indirectly, purchase or otherwise acquire (other than pursuant to a stock split or stock dividend) or make any proposal, other than a confidential proposal to the Board of Directors of Calavo, to or agree to acquire, or become or agree to become the beneficial owner of, more than 12.6% of the outstanding Voting Securities, other than (i) the Calavo Shares or (ii) any Voting Securities issued as dividends on or otherwise issued in exchange or in consideration of or with respect to the Calavo Shares (the “DIVIDEND SHARES”) or shares issued as dividends on the Dividend Shares or in exchange for or in respect of the Dividend Shares.
Acquisition of Additional Voting Securities. Each member of the HMTF Group hereby covenants and agrees that prior to the termination of this Stockholders Agreement, such member will not, directly or indirectly (through controlled Affiliates or otherwise), purchase or cause to be purchased or otherwise acquire (other than (i) pursuant to a stock split, stock dividend, recapitalization, reorganization or similar Company action applicable to all Company stockholders holding the security in respect of which such action is taken or (ii) from another member of the HMTF Group in accordance with the terms hereof) or make any proposal to or agree to acquire, or become or agree to become the Beneficial Owner of, any Voting Securities in addition to the Common Stock such Person owns on the date hereof.
Acquisition of Additional Voting Securities. (a) Until the second anniversary of the date hereof, except as otherwise provided in this Section 4.1, each of the Investor Stockholders covenants and agrees with the Company that it shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other group (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, the beneficial ownership of any additional Voting Securities if following such proposed acquisition (an "Acquisition") the Investor Stockholders together with their Affiliates would beneficially own, in the aggregate, in excess of 20% of the voting power represented by the Company's Voting Securities (the "Permitted Ownership Percentage") on an as converted and fully diluted basis (except (i) by way of stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of Equity Securities of the Company generally, (ii) Equity Securities acquired from the Company (including upon conversion of shares of Series A Preferred Stock) and (iii) pursuant to this Agreement (the "Acquisition Restrictions"); provided, however, that the foregoing Acquisition Restrictions shall not apply to any Acquisition that is approved by a majority of the Directors, excluding for the purposes of such approval any Investor Directors.
Acquisition of Additional Voting Securities. Each Investor ------------------------------------------- hereby covenants and agrees that prior to the Termination Date (as hereinafter defined), neither such Investor nor any of its controlled Affiliates will, without the prior approval of the Board of Directors of the Company, directly or indirectly, purchase or otherwise acquire (other than pursuant to a stock split or stock dividend) or make any proposal, other than a confidential proposal to the Board of Directors of the Company, to or agree to acquire, or become or agree to become the beneficial owner of, more than 5% of the outstanding Voting Securities, other than (i) the Company Shares; (ii) any Voting Securities acquired through the exercise, conversion or exchange of the Company Shares (the "Conversion Shares"), (iii) any Voting Securities acquired through the exercise, conversion or exchange of the Conversion Shares (together with the Company Shares and the Conversion Shares, the "Investor Shares") or (iv) any voting securities issued as dividends on or otherwise issued in exchange or in consideration of or with respect to the Investor Shares (the "Dividend Shares") or shares issued as dividends on the Dividend Shares or in exchange for or in respect of the Dividend Shares.
Acquisition of Additional Voting Securities. (a) During the Standstill Period (as defined below in this Section 1.1(a)), except (i) by way of stock dividend, stock split, reorganization, recapitalization, merger, consolidation or other like distributions made available to holders of Rite Aid Common Stock generally, (ii) as specifically permitted pursuant to Section 1.3 of this Agreement, (iii) as specifically permitted
Acquisition of Additional Voting Securities. (a) Except as provided in paragraphs (b) and (c) of this Section 2.1 and Section 2.2(c) below, for a period ending January 7, 2010, Glencore covenants and agrees with the Company that it shall not, directly or indirectly, including through any Affiliate, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group or otherwise, the Beneficial Ownership of any Voting Securities (excluding any acquisition through conversions of Series A Preferred Stock as permitted by the Certificate of Designation or by way of stock dividends, stock reclassifications or other distributions or offerings made available to holders of Company Common Stock generally) that would cause its Beneficial Ownership of Voting Securities (including any Voting Securities previously acquired through conversions of Series A Preferred Stock as permitted by the Certificate of Designation or by way of stock dividends, stock reclassifications or other distributions or offerings made available to holders of Company Common Stock generally) to exceed the applicable Permitted Ownership Percentage (the “Acquisition Restrictions”). Notwithstanding the foregoing provisions of this Section 2.1(a), if during the period from the Closing Date to April 7, 2009, the Company shall make a widely-distributed public offering of Company Common Stock for cash and shall determine not to afford to Glencore and its Affiliates the opportunity to purchase shares in such offering in an amount which would maintain Glencore’s economic interest in the Company to a level which is at least equal to forty-seven percent (47%) of the entire economic interests in the Company, then Glencore may purchase in the open market such number of additional shares of Company Common Stock as shall be sufficient to cause its aggregate economic interest in the Company to be equal to forty-seven percent (47%); provided that any such additional shares of Company Common Stock so acquired shall, for the period ending April 7, 2009, be subject to the provisions of Section 2.1(c); and provided further, that any such shares so acquired shall be included in the shares to be taken into account in determining Glencore’s compliance with the Permitted Ownership Percentage requirement in respect of the period from April 8, 2009 to January 7, 2010. As used in this...
Acquisition of Additional Voting Securities. (a) During the term of this Agreement, except as provided in paragraph (b) below or Section 2.2 hereof, TD covenants and agrees with the Company that it shall not, and shall not permit any of its Affiliates to, directly or indirectly, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (whether by way of merger, consolidation or otherwise), by joining a partnership, syndicate or other Group or otherwise, the Beneficial Ownership of any additional Voting Securities, or take any other action as a shareholder or through the Class B Directors or otherwise, if such acquisition or action would result in TD Beneficially Owning Voting Securities representing more than 66 2/3% of the Total Voting Power (the “Ownership Cap”, except that with the approval of a majority of the Designated Independent Directors, the Board may authorize a repurchase of Common Stock by the Company as a result of which TD may Beneficially Own Voting Securities representing up to 70% of the Total Voting Power, in which case the “Ownership Cap”, for all purposes of this Agreement, shall mean the percentage of the Total Voting Power of Voting Securities Beneficially Owned by TD and its Affiliates following the completion of such share repurchase, provided that if following such increase in the Ownership Cap TD’s Ownership Percentage declines to 66 2/3% as a result of Transfers of Voting Securities by TD and its Affiliates, the “Ownership Cap” shall again be 66 2/3%).
Acquisition of Additional Voting Securities. (a) Subject to Section 7.1(c) and Sections 4.1, 4.2 and 4.3, during the Standstill Period, AOL hereby agrees that it may not, and that it will not permit its controlled Affiliates to, without the prior approval of the Company Board (excluding, for purposes of such approval, the AOL Representative):
Acquisition of Additional Voting Securities. (a) ------------------------------------------- During the Standstill Period, except as provided below in this Section 6.1, the Investor Stockholder covenants and agrees with the Company that it shall not, and shall cause each of its Affiliates not to, directly or indirectly, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group or otherwise, the beneficial ownership of any additional Voting Securities if following such proposed acquisition (an "Acquisition") the Investor ----------- Stockholder together with its Affiliates would beneficially own a number of Voting Securities exceeding the Permitted Ownership Percentage (except (i) by way of stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of Equity Securities of the Company generally, (ii) Equity Securities acquired from the Company (including Conversion Shares and shares of Series E Preferred Stock subject to the Option), and (iii) Voting Securities acquired upon the exercise of the Investor Stockholder's rights under Article V) (the "Acquisition Restrictions"); provided, however, that the foregoing Acquisition ------------------------ -------- ------- Restrictions shall not apply to any Acquisition that is approved by a majority of the Directors, excluding for the purposes of such approval any Investor Directors.
