Acquisition of Company Voting Securities. (a) If any member of the Trian Group shall directly or indirectly acquire, offer to acquire, agree to acquire, become the Beneficial Owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition, agreement or other action, or upon the expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate Beneficial Ownership of Company Voting Securities by the Trian Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Voting Power of Company Voting Securities, then no member of the Trian Group nor any of their respective Affiliates or Associates shall be able to engage in any business combination (within the meaning of Section 203 of the Delaware General Corporation Law) for a period of three years following the date on which the Trian Group became the owner of more than the Maximum Percentage of the Combined Voting Power of Company Voting Securities. Notwithstanding the foregoing Maximum Percentage limitation, (A) no member of the Trian Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of such Maximum Percentage limitation to the extent that, its Beneficial Ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition of any Company Voting Securities by the Company or any of its subsidiaries or any acquisition of Company Voting Securities permitted by clause (B) of this paragraph, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition of Company Voting Securities by any member of the Trian Group directly from the Company (including pursuant to the grant or exercise of stock options, rights, subscription rights or standby purchase obligations in connection with rights offerings by the Company or pursuant to any election to receive director fees and/or retainers in stock), provided such acquisition is approved by a majority of the Independent Directors or is pursuant to an equity participation plan currently in effect or approved by the Independent Directors. For the avoidance of doubt, nothing contained herein shall prohibit any member of the Trian Group or any Affiliate or Associate of the Trian G...
Acquisition of Company Voting Securities. (a) From the date of this Agreement, neither a Holder nor any of its Affiliates or Associates shall, directly or indirectly, acquire or have Beneficial Ownership of, any Company Voting Securities in excess of 33% of the total number of issued and outstanding Company Voting Securities, except (i) pursuant to dividends or distributions of Company Voting Securities made on or to Company Common Stock beneficially owned by such Person and other similarly situated shareholders or (ii) pursuant to a merger, consolidation or share exchange with, or acquisition of stock or substantially all of the assets of, an Affiliate of a Holder or a business division of a Holder or an Affiliate thereof, which is approved unanimously by the entire Board of Directors of the Company not including the Holders or their Affiliates or Associates or any of their representatives on the Company's Board of Directors. In the event that a Holder or any of its Affiliates or Associates sells, transfers or otherwise disposes (with or without consideration) of any Company Voting Securities (other than to a Holder or a wholly owned subsidiary of a Holder or by will or the laws of descent and distribution, or by gift to a lineal descendant) (provided in each case the recipient must execute a counterpart of this Agreement before the Company will be obligated to effect any such transfer of Company Voting Securities), such Holder and its Affiliates and Associates may not thereafter reacquire such shares.
Acquisition of Company Voting Securities. Each member of the Trian Group covenants and agrees that it will not purchase or cause to be purchased, or otherwise acquire, Beneficial Ownership of Company Voting Securities that would increase the aggregate Beneficial Ownership of Company Voting Securities by the Trian Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Voting Power of Company Voting Securities. Notwithstanding the foregoing Maximum Percentage limitation, (A) no member of the Trian Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of such Maximum Percentage limitation to the extent that, its Beneficial Ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition of any Company Voting Securities by the Company or any of its subsidiaries or any acquisition of Company Voting Securities permitted by clause (B) of this paragraph, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition of Company Voting Securities by any member of the Trian Group directly from the Company (including pursuant to the grant or exercise of stock options, rights, subscription rights or standby purchase obligations in connection with rights offerings by the Company or pursuant to any election to receive director fees and/or retainers in stock or other securities), provided that such acquisition is approved by a majority of the Independent Directors or is pursuant to an equity participation plan currently in effect or approved by the Board (including a majority of the Independent Directors).
Acquisition of Company Voting Securities. 6 3.2 Distribution of the Company Voting Securities . . . . . . . . 7 3.3 Proxy Solicitations, etc. . . . . . . . . . . . . . . . . . . 7 3.4 No Voting Trusts, Pooling Agreements, or Formation of "Groups" . . . . . . . . . . . . . . . . . . . . 7 3.5
Acquisition of Company Voting Securities. Prior to the Termination Date, Xxxxxxxxx shall not, directly or indirectly (through CPFF, Consolidation Partners or otherwise), acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition, agreement or other action, or expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate beneficial ownership of Company Voting Securities by Xxxxxxxxx to such number of Company Voting Securities that have greater than the Maximum Permitted Voting Power.
Acquisition of Company Voting Securities. (a) Except as specifically set forth in this Agreement, until the termination of this Agreement, no member of the Xxxxxx Group shall, directly or indirectly, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof.
Acquisition of Company Voting Securities. (d) Subject to the following sentence, the Stockholders agree that they shall not, either individually or with their Affiliates or Associates, take any action that would cause them to Beneficially Own more than the Maximum Percentage. The foregoing Maximum Percentage limitation shall not prohibit any acquisition of Company Voting Securities by the Stockholders if such acquisition is (i) approved by a majority of the Independent Directors or (ii) pursuant to an equity participation plan currently in effect or approved by the Independent Directors.
Acquisition of Company Voting Securities. Prior to the third anniversary of the Effective Date, Xxxxxxxxx shall not, directly or indirectly (through CPFF, Consolidation Partners or otherwise), acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition, agreement or other action, or expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate beneficial ownership of Company Voting Securities by Xxxxxxxxx to such number of Company Voting Securities that have greater than the Maximum Permitted Voting Power.
Acquisition of Company Voting Securities. Except as the same may be approved by the Board of Directors of the Company in a specific resolution to that effect adopted prior to the taking of such action, prior to five years from the date hereof, no member of the Chatsworth Group shall, directly or indirectly, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition agreement or other action, or expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate beneficial ownership of Company Voting Securities by the Chatsworth Group to such number of Company Voting Securities that represents or possesses greater than 9.9% of the
Acquisition of Company Voting Securities. (a) Except as specifically set forth in this Agreement, until the termination of this Agreement, no member of the Harber Group shall, directly or indirectly, acquire, offer to acquire, xxxxe to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof.
