Acquisition of Restricted Securities. During the term of this Agreement, Shareholder agrees that Shareholder will not, and will not permit its Affiliates to, purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, ownership of any Restricted Securities.
Acquisition of Restricted Securities. Without prior Board Approval, no Investor will purchase or otherwise acquire beneficial ownership of any Restricted Securities if after such acquisition the Investors would have, in the aggregate, beneficial ownership of 25% or more of the Total Voting Power (the “25% Threshold”); provided, however, that the foregoing restriction will not apply to (i) any acquisition of Restricted Securities that is approved prior to such acquisition by a majority of the members of the Board that are not Purchaser Designees or Affiliates or Associates of any Investor or by the holders of a majority of the Total Voting Power, (ii) purchases of Common Stock upon exercise of any Warrant, (iii) the acquisition of beneficial ownership of additional Senior Preferred pursuant to the terms thereof and (iv) a Permitted Acquisition or any other transaction or series of transactions permitted or contemplated by this Agreement or the Amendment Agreement.
Acquisition of Restricted Securities. (a) A Shareholder may acquire beneficial ownership of Restricted Securities only if immediately after consummation of such acquisition, (i) the ratio (the "CURRENT RATIO") of the number of Voting Securities then beneficially owned by the Reference Group to the number of Voting Securities then outstanding, all on a fully diluted basis, would not exceed (ii) the ratio (the "CLOSING RATIO") of the number of Voting Securities beneficially owned by the Reference Group immediately following the Effective Time to the number of Voting Securities outstanding immediately following the Effective Time, all on a fully diluted basis. This paragraph shall not prevent any Shareholder from taking up its pro rata entitlement under any rights or other offering of Restricted Securities made to holders of Restricted Securities substantially in proportion to the numbers of Restricted Securities held or beneficially owned by such holders. If any of the Related Parties acquires beneficial ownership of Restricted Securities, and as a result, the Current Ratio exceeds the Closing Ratio, the Shareholders will within 60 days sell or otherwise transfer (other than by way of pledge or encumbrance) to Persons who are not Permitted Transferees or Affiliates or in the Reference Group beneficial ownership of a sufficient number of Voting Securities so that the Current Ratio is not greater than the Closing Ratio, and shall effectuate such sale or other transfer in accordance with clauses (i), (ii), or (iii) of Section 2.3(b) (ignoring for these purposes the 10% limitation in the first paragraph of Section 2.3(b)), or in another manner reasonably acceptable to the Company.
(b) No Shareholder shall be obligated to dispose of any Restricted Securities held by such Shareholders immediately after any purchase, redemption, reacquisition, cancellation or other reduction in the Company's outstanding Restricted Securities if the Current Ratio exceeds the Closing Ratio as a result of such purchase redemption, reacquisition, cancellation or other reduction.
(c) Notwithstanding Section 2.2(a), the Reference Group may convert Restricted Securities not already Voting Securities held by them to Voting Securities, unless if as a result of so converting any Shareholder would incur an obligation to make a mandatory offer pursuant to Rule 9 of the Takeover Code.
(d) The Shareholders agree to comply with the LSE Model Code for Directors' Dealings ("Model Code") to the extent applicable to them and the Company ...
Acquisition of Restricted Securities. During the term of this Agreement, the Trustor agrees that it will not and it will not permit its Affiliates to - whether directly or indirectly - (i) purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire ownership of any Restricted Securities or (ii) procure for itself in any other way, any third party's voting rights from Capital Stock; (except in either case as may result from a dividend of such shares on securities which dividend is distributed to Trustor or its Affiliates pro rata with other holders of such securities).
Acquisition of Restricted Securities. Without prior Board Approval, no Investor will purchase or otherwise acquire beneficial ownership of any Restricted Securities if after such acquisition the Investors would have, in the aggregate, beneficial ownership of 25% or more of the Total Voting Power (the "25% Threshold"), provided, however, that the foregoing restriction will not apply to any acquisition of Restricted Securities (i) pursuant to a rights offering (other than the rights offering of up to 750,000 additional shares of Series A Preferred contemplated by the SPA) made to all holders of Common Stock by the Company (including without limitation any standby underwriting or similar arrangements relating thereto) pursuant to Board Approval, (ii) that is approved prior to such acquisition by a majority of the members of the Board that are not Purchaser Designees or Affiliates or Associates of Investor or by the holders of a majority of the Total Voting Power, (iii) purchases of Common Stock upon exercise of conversion rights under any Series A Preferred, (iv) the acquisition of beneficial ownership of additional Series A Preferred pursuant to the terms thereof, and (v) in a Permitted Acquisition or any other transaction or series of transactions permitted or contemplated by this Agreement or the SPA.
Acquisition of Restricted Securities. Purchase, acquire or own, or offer or agree to purchase, acquire or own, any Dart Restricted Securities. Notwithstanding the prohibitions contained in this Section 8.1(a)(i) with respect to the acquisition or ownership of Dart Restricted Securities:
