Acquisition of Voting Securities. Subject to the provisions of this Agreement, during the term of this Agreement, the Shareholder agrees with the Company that, without the prior approval of a majority of the Independent Directors, the Shareholder will not, and will cause each member of the Shareholder Group not to, take any of the following actions:
Acquisition of Voting Securities. Subject to the last sentence hereof, immediately following the Closing, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company until such time (the "TRIGGER DATE") that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates represent less than 20% (the "PERMITTED OWNERSHIP PERCENTAGE") of the Total Equity Securities. Subject to the last sentence hereof, following the Trigger Date, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be in excess of the Permitted Ownership Percentage. If at any time the VU Parties become aware that they and their Affiliates Beneficially Own more than the Permitted Ownership Percentage, then the VU Parties shall as soon as is reasonably practicable (but in no manner that would require the VU Parties to incur liability under Section 16(b) of the Exchange Act) take all action necessary to reduce the amount of Equity Securities Beneficially Owned by such Persons to an amount not greater than the Permitted Ownership Percentage. The restrictions contained in this Section 1.01 shall cease to apply upon the later of (x) the date that Mr. Diller no longer serves as CEO (provided that if Mr. Diller no lxxxxx xxxxes as CEO but continues to hold a proxy frox Xxxxxxxxl in respect of Company Common Shares under the Amended and Restated Stockholders Agreement, Mr. Diller shall be deemed to be continuing to serve as CEO until thx xxxxx xx (i) such time as he no longer serves as CEO and (ii) such time as Mr. Diller no longer holds the Universal proxy, with the later of suxx xxxxx xeing referred to as the "CEO TERMINATION DATE") or becomes Disabled and (y) the date on which VU no longer has the right to appoint a director to the Board of Directors of the Company pursuant to Section 2.01 hereof (the later of clauses (x) and (y), the "STANDSTILL TERMINATION DATE"). Notwithstanding anything to the contrary contained herein, the provisions set forth in this Section 1.01 shall not prevent the VU Parties and their Affiliates from exercising the Warrants and continuing to Beneficially Own the shares thereunder.
Acquisition of Voting Securities. 6 Section 3.2. Required Reduction of Ownership Percentage ............. 7 Section 3.3. Top-Up Rights .......................................... 8 Section 3.4. Transfer ............................................... 8 Section 3.5. Charter and By-Laws .................................... 9 Section 3.6. Rights Agreement........................................ 9 Section 3.7. Special Meetings Requested by the Stockholder........... 9 ARTICLE IV BOARD COMPOSITION
Acquisition of Voting Securities. Except as contemplated by this Agreement or the other Transaction Documents, and other than by reason of ownership of WNI shares of capital stock, neither Investor nor any of its Subsidiaries or Affiliates has any "beneficial ownership" (as that term is defined under Rule 13d-3 under the Exchange Act) of any securities of the Company that are entitled to vote for the election of directors, nor are any of them a party to any agreement or arrangement (a) that gives any of them or entitles any of them to acquire "beneficial ownership" (as that term is defined under Rule 13d-3 under the Exchange Act) of any securities of the Company that are entitled to vote for the election of directors, or (b) with respect to corporate governance matters concerning the Company or its Subsidiaries (including, without limitation, the exercise or failure to exercise voting rights with respect to any voting securities of the Company).
Acquisition of Voting Securities. Stockholder shall not, and will not permit its Affiliates to, purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, beneficial ownership of any Voting Securities or any securities exercisable for or exchangeable or convertible into Voting Securities, other than the Voting Securities that Stockholder owns as of the Effective Date of this Agreement.
Acquisition of Voting Securities. (a) Each Holder agrees that, until the earlier of (i) February 1, 2010 or (ii) the date on which such Holder owns less than 20% of its Initial Series G Holdings and 20% of its Initial Series H Holdings, such Holder will not, directly or indirectly, purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, beneficial ownership of any Voting Securities without the Issuer's prior written consent, except (x) for Voting Securities owned by such Holder on the date hereof, (y) upon conversion or exchange of securities outstanding on the date hereof or (z) for Voting Securities acquired as a dividend or in connection with any transaction described in Section 6.10.
Acquisition of Voting Securities. Each Stockholder shall not acquire, agree to acquire or offer or propose to acquire, directly or indirectly, or in conjunction with or through any Person, record or beneficial ownership of any Voting Securities (as hereinafter defined), except (i) through the exercise of conversion rights, if any, of Voting Securities; (ii) by way of stock splits, reclassifications or stock dividends or other distributions or offerings made on a pro rata basis to holders of Voting Securities or any class of Voting Securities; (iii) from another Stockholder by bequest (including, without limitation, through the creation of a trust), gift, will, pledge, hypothecation or otherwise in accordance with clause (i) of Section 1.6 hereof; (iv) pursuant to a bequest or similar gift or transfer from a Person who is not a Stockholder, including, without limitation, through the creation of a trust for the benefit of a Stockholder; (v) pursuant to a will or the laws of descent and distribution from a Person who is not a Stockholder; or (vi) pursuant to the exercise of stock options or the receipt of other compensation or benefits involving Voting Securities granted to a Stockholder in such Stockholder's capacity (if applicable) as an employee of the Company or any subsidiary of the Company; provided, however, that if, in connection with the transfer of Voting Securities to a Stockholder pursuant to clauses (iv) and (v) of this Section 1.1, a trust, corporation or other entity is formed for the purpose of holding Voting Securities for the benefit of a Stockholder (other than solely as an income beneficiary of a trust), then, as a condition precedent to the receipt by such Stockholder of any direct or indirect beneficial interest in such Voting Securities, such trust, corporation or other entity shall agree to be bound by the terms and conditions of a stockholder agreement having the same or substantially the same terms and conditions as this Agreement. If a Stockholder shall acquire, directly or indirectly, record or beneficial ownership of, or the right to acquire, any Voting Securities in contravention of this Agreement, then such Stockholder shall promptly notify the Company, and the Company, in its sole discretion, may either (x) purchase (or cause its designee(s) to purchase) any or all of such acquired Voting Securities at a price equal to the price paid by such Stockholder or (y) require such Stockholder to dispose of, within 30 days from the date on which the Company requests suc...
Acquisition of Voting Securities. 2 SECTION 1.02. Further Restrictions on Conduct..............................2 SECTION 1.03. Reports......................................................3 SECTION 1.04. Transferees..................................................3 ARTICLE II BOARD OF DIRECTORS AND RELATED MATTERS
Acquisition of Voting Securities. (a) Until the Standstill Termination Date, each of LIH and LIH II severally covenants and agrees that it will not take any action or omit to take any action to allow the aggregate number of Voting Securities Beneficially Owned by LIH, LIH II and their Affiliates and Associates to exceed the number of Permitted Shares; PROVIDED that, (i) this Agreement shall not restrict any acquisition of Voting Securities in a transaction directly with the Company and approved in accordance with the provisions of Section 2.03(b) hereof (including, without limitation, the acquisition of Voting Securities by any LIH Director or any LIH II Director by reason of the grant of stock options by the Company to all directors); and (ii) if a bona fide tender or exchange offer is made by any Person (other than the Company, either of the LIH Entities or an Affiliate or Associate of either of the LIH Entities, or any Person acting in concert with either of the LIH Entities or any of their respective Affiliates or Associates, and other than any acquisition or proposed acquisition of Voting Securities that intentionally has been induced, in whole or in part and directly or indirectly by an LIH Entity in order to permit the acquisition by an LIH Entity or its Affiliates and Associates of Voting Securities under this paragraph (a)) to purchase outstanding shares of Voting Securities representing 50% or more of the Total Voting Power and such offer is not withdrawn or terminated prior to an LIH Entity commencing a tender offer or exchange offer, then an LIH Entity may commence a tender or exchange offer for all Voting Securities not owned by the LIH Entities or their Affiliates and Associates, and this Agreement shall not prohibit the acquisition of Voting Securities pursuant to such tender or exchange offer.
Acquisition of Voting Securities. (a) Until the Standstill Termination Date, the Parent and the Stockholder each covenant and agree that they and their respective Affiliates will not Beneficially Own any Voting Securities in excess of the Permitted Percentage; PROVIDED that if any of the following events shall occur: (A) it is publicly disclosed that Voting Securities representing 15% or more of the Total Voting Power have been acquired subsequent to the date hereof by any Person or 13D Group (other than (1) any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries or any Person holding Voting Securities for or pursuant to the terms of any such employee benefit plan) or (2) the Parent or the Stockholder, or an Affiliate of, or any Person acting in concert with, the Parent or the Stockholder, or any Person that has been induced, in whole or in part, directly or indirectly, by the Parent, the Stockholder or the Voting Trust to make such acquisition), or (B) a bona fide tender or exchange offer is made by any Person (other than the Company, the Parent, the Stockholder, or an Affiliate of, or any Person acting in concert with, or induced by, directly or indirectly, any of them) to purchase outstanding shares of Voting Securities representing 15% or more of the Total Voting Power and such offer is not withdrawn or terminated prior to the Stockholder acquiring additional Voting Securities, or (C) the Board of Directors shall approve the acquisition by any Person or 13D Group of Voting Securities that would otherwise trigger the adverse consequences of any stockholder rights plan of the Company that may at the time be in effect, then in any event referred to in clauses (A), (B) or (C) above, notwithstanding the foregoing provisions of this Section 1.01(a) or any other provisions of this Agreement, the Parent, the Stockholder and their Affiliates may acquire additional Voting Securities in any manner, whether in market purchases, privately negotiated transactions, a tender or exchange offer on any terms or in any other manner, and the Parent or the Stockholder may submit a competing proposal or a proposal for a merger or any other type of business combination.
