Common use of Acquisition of Company Voting Securities Clause in Contracts

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 Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securities.

Acquisition of Company Voting Securities. (a) If any member Except as the same may be approved by a majority of the Trian Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the third anniversary of the Effective Date, neither the Investor Group shall nor the Shareholder Group shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, make any proposal to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Investor Group or the Shareholder Group to such number of Company Voting Securities that represents or possesses greater than 33.7 percent of the Maximum Percentage Combined Voting Power, in the case of the Investor Group, and 37.0 percent of the Combined Voting Power of all Company Voting Securities, then no member in the case 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 SecuritiesShareholder Group. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (Aa) no member of the Trian Investor Group or the Shareholder Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of beneficially owned that exceed such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (i) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (ii) in the case of any acquisition member of Company Voting Securities permitted by clause (B) of this paragraphthe Investor Group, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase of Company Voting Securities by any Public Investor Affiliate unless any member of the Trian Investor Group took any action, directly or indirectly, to assist, encourage or induce such Public Investor Affiliate to make such purchase and (b) the foregoing shall not prohibit any purchase of Company Voting Securities directly from the Company (including pursuant to the grant or exercise of stock options, any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company or pursuant to any election rights set forth in the Shareholders Agreement. For purposes of calculating the maximum limitations specified above, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to receive director fees and/or retainers which the Investor Group (or any member thereof) or the Shareholder Group (or any member thereof) has the right to obtain beneficial ownership of such securities in stockthe future shall also be deemed to be outstanding and beneficially owned by the Investor Group (or the applicable member thereof) or the Shareholder Group (or the applicable member thereof), 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 Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesrespectively.

Acquisition of Company Voting Securities. (a) If any member Except as the same may be approved by a majority of the Trian Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the third anniversary of the date of the Original Agreement, neither the Investor Group shall nor the Shareholder Group shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, make any proposal to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Investor Group or the Shareholder Group to such number of Company Voting Securities that represents or possesses greater than 24.0 percent of the Maximum Percentage Combined Voting Power, in the case of the Investor Group, and 37.0 percent of the Combined Voting Power of all Company Voting Securities, then no member in the case 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 SecuritiesShareholder Group. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (Aa) no member of the Trian Investor Group or the Shareholder Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of beneficially owned that exceed such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (i) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (ii) in the case of any acquisition member of Company Voting Securities permitted by clause (B) of this paragraphthe Investor Group, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase of Company Voting Securities by any Public Investor Affiliate unless any member of the Trian Investor Group took any action, directly or indirectly, to assist, encourage or induce such Public Investor Affiliate to make such purchase and (b) the foregoing shall not prohibit any purchase of Company Voting Securities directly from the Company (including pursuant to the grant or exercise of stock options, any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company or pursuant to any election rights set forth in the Restated Shareholders Agreement. For purposes of calculating the maximum limitations specified above, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to receive director fees and/or retainers which the Investor Group (or any member thereof) or the Shareholder Group (or any member thereof) has the right to obtain beneficial ownership of such securities in stockthe future shall also be deemed to be outstanding and beneficially owned by the Investor Group (or the applicable member thereof) or the Shareholder Group (or the applicable member thereof), 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 Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesrespectively.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Trian Group shall Zell Xxxup shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Group Zell Xxxup to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Group Zell Xxxup shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any acquisition Public Zell Xxxiliate not otherwise constituting a part of Company Voting Securities permitted by clause (B) the Zell Xxxup in accordance with Section 1.9 hereof unless any member of this paragraphthe Zell Xxxup took any action, directly or indirectly, to suggest, encourage or assist in such purchase, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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, any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any election member thereof has the right to receive director fees and/or retainers obtain beneficial ownership of such securities in stock), provided such acquisition is approved by a majority of the Independent Directors future (including the Warrant Shares and the Rights Offering Warrant Shares to the extent the Warrant and the Rights Offering Warrant have not been exercised or is pursuant has not expired) shall also be deemed to an equity participation plan currently in effect or approved be outstanding and beneficially owned by the Independent Directors. For Zell Xxxup or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.

Acquisition of Company Voting Securities. (a) If an Investor has acquired Company Voting Securities pursuant to this Agreement or the SOCO Option Agreement, including any member conversion of the Trian Group 8.5% Convertible Preferred Stock into Common Stock (an "Authorized Purchase") during the Limitation Period without the Prior Approval of the Approval Body, neither such Investor nor any of its affiliates shall thereafter, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner beneficial owner of or obtain any rights in respect of any additional 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 beneficial ownership of Company Voting Securities by the Trian Group such Investor and its affiliates 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 20.0% of the Combined Voting Power of Company Voting Securities. Notwithstanding the foregoing Maximum Percentage limitationmaximum percentage limitations, (Ai) no member of the Trian Group an Investor shall not be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum percentage limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries or if such repurchase shall have received the Prior Approval of the Board of Directors, and (ii) the foregoing shall not prohibit any acquisition purchase 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 oversubscription rights or standby purchase obligations in connection with rights offerings by the Company). For purposes of calculating the maximum percentage limitations, all Company Voting Securities that are the subject of a right, option, agreement, arrangement or understanding 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 which 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 Investor or any Affiliate of its affiliates has the right to obtain beneficial ownership of such securities in the future shall also be deemed to be beneficially owned by such Investor or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesits affiliate. Section 7.04.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to June 30, 2002, no member of the Trian Group shall Zell Xxxup shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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, 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 beneficial ownership of Company Voting Securities by the Trian Group Zell Xxxup to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage 29.2% of the Combined Voting Power of Company Voting Securities, then no member without the approval 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 majority 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 SecuritiesCompany's Disinterested Directors. Notwithstanding the foregoing Maximum Percentage limitationmaximum percentage limitations, (A) no member of the Trian Group Zell Xxxup shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum percentage limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any Public Zell Xxxiliate unless CHI, Samstock, ZFT, Alpha or any acquisition of Company Voting Securities permitted by clause (B) of this paragraphtheir other affiliates took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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 oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company). For purposes of calculating the maximum percentage limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any election member thereof has the right to receive director fees and/or retainers obtain beneficial ownership of such securities in stock), provided such acquisition is approved by a majority of the Independent Directors or is pursuant future shall also be deemed to an equity participation plan currently in effect or approved be outstanding and beneficially owned by the Independent Directors. For Zell Xxxup or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.

Acquisition of Company Voting Securities. (a) If any member Except as the same may be approved by a majority of the Trian Group shall Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no Minotaur Investor shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Group Minotaur Investors to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Group Minotaur Investor shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase 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 if such acquisition is repurchase was approved by a majority of the Independent Disinterested Directors or is (2) the purchase by any Public Minotaur Affiliate not otherwise considered a Minotaur Investor in accordance with Section 1.8 hereof unless any Minotaur Investor took any action, directly or indirectly, to suggest, encourage or assist in such purchase. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to an equity participation plan currently which any Minotaur Investor has the right to obtain beneficial ownership of such securities in effect the future (including the Warrant Shares to the extent the Warrants have not been exercised or approved has not expired) shall also be deemed to be outstanding and beneficially owned by the Independent Directors. For Minotaur Investors or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.

Acquisition of Company Voting Securities. (a) If any member Except as the same may be ---------------------------------------- approved by a majority of the Trian Group shall Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no Minotaur Investor shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Group Minotaur Investors to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Group Minotaur Investor shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase 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 if such acquisition is repurchase was approved by a majority of the Independent Disinterested Directors or is (2) the purchase by any Public Minotaur Affiliate not otherwise considered a Minotaur Investor in accordance with Section 1.8 hereof unless any Minotaur Investor took any action, directly or indirectly, to suggest, encourage or assist in such purchase. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to an equity participation plan currently which any Minotaur Investor has the right to obtain beneficial ownership of such securities in effect the future (including the Warrant Shares to the extent the Warrants have not been exercised or approved has not expired) shall also be deemed to be outstanding and beneficially owned by the Independent Directors. For Minotaur Investors or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.

Acquisition of Company Voting Securities. (a) If any member Except as the same may be approved by a majority of the Trian Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the third anniversary of the date of the Original Agreement, neither the Investor Group shall nor the Shareholder Group shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, make any proposal to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Investor Group or the Shareholder Group to such number of Company Voting Securities that represents or possesses greater than 33.7 percent of the Maximum Percentage Combined Voting Power, in the case of the Investor Group, and 37.0 percent of the Combined Voting Power of all Company Voting Securities, then no member in the case 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 SecuritiesShareholder Group. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (Aa) no member of the Trian Investor Group or the Shareholder Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned in violation of beneficially owned that exceed such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (i) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (ii) in the case of any acquisition member of Company Voting Securities permitted by clause (B) of this paragraphthe Investor Group, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase of Company Voting Securities by any Public Investor Affiliate unless any member of the Trian Investor Group took any action, directly or indirectly, to assist, encourage or induce such Public Investor Affiliate to make such purchase and (b) the foregoing shall not prohibit any purchase of Company Voting Securities directly from the Company (including pursuant to the grant or exercise of stock options, any rights, over subscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company or pursuant to any election rights set forth in the Shareholders Agreement. For purposes of calculating the maximum limitations specified above, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to receive director fees and/or retainers which the Investor Group (or any member thereof) or the Shareholder Group (or any member thereof) has the right to obtain beneficial ownership of such securities in stockthe future shall also be deemed to be outstanding and beneficially owned by the Investor Group (or the applicable member thereof) or the Shareholder Group (or the applicable member thereof), 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 Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesrespectively.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Trian Xxxx Group shall shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Xxxx Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Xxxx Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any acquisition Public Xxxx Affiliate not otherwise constituting a part of Company Voting Securities permitted by clause (B) the Xxxx Group in accordance with Section 1.9 hereof unless any member of this paragraphthe Xxxx Group took any action, directly or indirectly, to suggest, encourage or assist in such purchase, and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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, any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to any election to receive director fees and/or retainers in stock), provided such acquisition is approved by a majority of which 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 Xxxx Group or any Affiliate member thereof has the right to obtain beneficial ownership of such securities in the future (including the Warrant Shares and the Rights Offering Warrant Shares to the extent the Warrant and the Rights Offering Warrant have not been exercised or Associate of has not expired) shall also be deemed to be outstanding and beneficially owned by the Trian Xxxx Group from acquiring more than or the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesapplicable member thereof.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to June 30, 2002, no member of the Trian Group shall Zell Xxxup shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 4 would be (either immediately or upon consummation of any such acquisition, 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 beneficial ownership of Company Voting Securities by the Trian Group Zell Xxxup to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage 29.2% of the Combined Voting Power of Company Voting Securities, then no member without the approval 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 majority 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 SecuritiesCompany's Disinterested Directors. Notwithstanding the foregoing Maximum Percentage limitationmaximum percentage limitations, (A) no member of the Trian Group Zell Xxxup shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum percentage limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any Public Zell Xxxiliate unless CHI, Alpha or any acquisition of Company Voting Securities permitted by clause (B) of this paragraphtheir other affiliates took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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 oversubscription rights or standby purchase obligations in connection with rights offerings by the Company). For purposes of calculating the maximum percentage limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any election member thereof has the right to receive director fees and/or retainers obtain beneficial ownership of such securities in stock)the future (including, provided such acquisition is approved by without limitation, the shares of Common Stock being sold after the date hereof under the Stock Purchase and Sale Agreement as long as the Stock Purchase and Sale Agreement constitutes a majority of the Independent Directors or is pursuant binding commitment to an equity participation plan currently in effect or approved purchase and sell those shares) shall also be deemed to be outstanding and beneficially owned by the Independent DirectorsZell Xxxup or the applicable member thereof. For If the avoidance Stock Purchase and Sale Agreement shall be terminated as a result of doubta default by CHI thereunder, nothing contained herein then the number "29.2%" set forth in this paragraph shall prohibit any member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesbe adjusted automatically to "17%".

Acquisition of Company Voting Securities. (a) If any Except as the same may ---------------------------------------- be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to June 30, 2002, no member of the Trian Xxxx Group shall shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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, 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 beneficial ownership of Company Voting Securities by the Trian Xxxx Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage 29.2% of the Combined Voting Power of Company Voting Securities, then no member without the approval 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 majority 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 SecuritiesCompany's Disinterested Directors. Notwithstanding the foregoing Maximum Percentage limitationmaximum percentage limitations, (A) no member of the Trian Xxxx Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum percentage limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any Public Xxxx Affiliate unless CHI, Alpha or any acquisition of Company Voting Securities permitted by clause (B) of this paragraphtheir other affiliates took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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 oversubscription rights or standby purchase obligations in connection with rights offerings by the Company). For purposes of calculating the maximum percentage limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to any election to receive director fees and/or retainers in stock), provided such acquisition is approved by a majority of which 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 Xxxx Group or any Affiliate member thereof has the right to obtain beneficial ownership of such securities in the future (including, without limitation, the shares of Common Stock being sold after the date hereof under the Stock Purchase and Sale Agreement as long as the Stock Purchase and Sale Agreement constitutes a binding commitment to purchase and sell those shares) shall also be deemed to be outstanding and beneficially owned by the Xxxx Group or Associate the applicable member thereof. If the Stock Purchase and Sale Agreement shall be terminated as a result of a default by CHI thereunder, then the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesnumber "29.2%" set forth in this paragraph shall be adjusted automatically to "17%".

Acquisition of Company Voting Securities. (a) If an ---------------------------------------- Investor has acquired Company Voting Securities pursuant to this Agreement or the SOCO Option Agreement, including any member conversion of the Trian Group 8.5% Convertible Preferred Stock into Common Stock (an "Authorized Purchase") during the Limitation Period without the Prior Approval ------------------- of the Approval Body, neither such Investor nor any of its affiliates shall thereafter, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner beneficial owner of or obtain any rights in respect of any additional 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 beneficial ownership of Company Voting Securities by the Trian Group such Investor and its affiliates 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 20.0% of the Combined Voting Power of Company Voting Securities. Notwithstanding the foregoing Maximum Percentage limitationmaximum percentage limitations, (Ai) no member of the Trian Group an Investor shall not be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum percentage limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries or if such repurchase shall have received the Prior Approval of the Board of Directors, and (ii) the foregoing shall not prohibit any acquisition purchase 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 oversubscription rights or standby purchase obligations in connection with rights offerings by the Company). For purposes of calculating the maximum percentage limitations, all Company Voting Securities that are the subject of a right, option, agreement, arrangement or understanding 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 which 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 Investor or any Affiliate of its affiliates has the right to obtain beneficial ownership of such securities in the future shall also be deemed to be beneficially owned by such Investor or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesits affiliate.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Trian Xxxx Group shall shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Xxxx Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Xxxx Group shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any acquisition Public Xxxx Affiliate not otherwise constituting a part of Company Voting Securities permitted by clause (B) the Xxxx Group in accordance with Section 1.9 hereof unless any member of this paragraphthe Xxxx Group took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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, the Warrant and any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to any election to receive director fees and/or retainers in stock), provided such acquisition is approved by a majority of which 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 Xxxx Group or any Affiliate member thereof has the right to obtain beneficial ownership of such securities in the future (including the Warrant Shares to the extent the Warrant has not been exercised or Associate of has not expired) shall also be deemed to be outstanding and beneficially owned by the Trian Xxxx Group from acquiring more than or the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesapplicable member thereof.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Trian Group shall Zell Xxxup shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Group Zell Xxxup to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Group Zell Xxxup shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any acquisition Public Zell Xxxiliate not otherwise constituting a part of Company Voting Securities permitted by clause (B) the Zell Xxxup in accordance with Section 1.9 hereof unless any member of this paragraphthe Zell Xxxup took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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, the Warrant and any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stockoptions granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any election member thereof has the right to receive director fees and/or retainers obtain beneficial ownership of such securities in stock), provided such acquisition is approved by a majority of the Independent Directors future (including the Warrant Shares to the extent the Warrant has not been exercised or is pursuant has not expired) shall also be deemed to an equity participation plan currently in effect or approved be outstanding and beneficially owned by the Independent Directors. For Zell Xxxup or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.

Acquisition of Company Voting Securities. (a) If any Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Trian Group shall Zell Xxxup shall, directly or indirectly indirectly, acquire, offer to acquire, agree to acquire, become the Beneficial Owner 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 beneficial ownership of Company Voting Securities by the Trian Group Zell Xxxup to such number of Company Voting Securities that represents or possesses greater than the Maximum Percentage of the Combined Permitted 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 SecuritiesPower. Notwithstanding the foregoing Maximum Percentage limitationmaximum limitations, (A) no member of the Trian Group Zell Xxxup shall be obligated to dispose of any Company Voting Securities Beneficially Owned beneficially owned in violation of such Maximum Percentage limitation maximum limitations if, and solely to the extent that, its Beneficial Ownership beneficial ownership is or will be increased solely as a result of (1) a repurchase, redemption or other acquisition repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any acquisition Public Zell Xxxiliate not otherwise constituting a part of Company Voting Securities permitted by clause (B) the Zell Xxxup in accordance with Section 1.9 hereof unless any member of this paragraphthe Zell Xxxup took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing Maximum Percentage limitation shall not prohibit any acquisition purchase 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, the Warrant and any rights, subscription oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stock options granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Xxxup or any election member thereof has the right to receive director fees and/or retainers obtain beneficial ownership of such securities in stock), provided such acquisition is approved by a majority of the Independent Directors future (including the Warrant Shares to the extent the Warrant has not been exercised or is pursuant has not expired) shall also be deemed to an equity participation plan currently in effect or approved be outstanding and beneficially owned by the Independent Directors. For Zell Xxxup or the avoidance of doubt, nothing contained herein shall prohibit any applicable member of the Trian Group or any Affiliate or Associate of the Trian Group from acquiring more than the Maximum Percentage of the Combined Voting Power of Company Voting Securitiesthereof.