Acquisition of Voting Securities. Subject to the provisions of this Agreement, during the term of this Agreement, the Shareholders agree with the Company that, without the prior approval of the Affiliated Transaction Committee, the Shareholders will not, and will cause each member of the Shareholder Group not to, take any of the following actions:
(a) singly or as part of a partnership, limited partnership, syndicate or other 13D Group, directly or indirectly, acquire, propose to acquire, or publicly announce or otherwise disclose an intention to propose to acquire, or offer or agree to acquire, by purchase or otherwise, Beneficial Ownership of any Voting Security so as to cause either (x) the Shareholder Group's Total Ownership Percentage to exceed the Maximum Ownership Percentage or (y) to the best of the Shareholder's knowledge, the Significant Shareholders' Total Ownership Percentage to exceed the Combined Maximum Ownership Percentage, other than pursuant to a Permitted Acquisition;
(b) form, join or in any way participate in a 13D Group with respect to any Voting Securities of the Company or any securities of its subsidiaries if such 13D Group's Total Ownership Percentage would exceed the Maximum Ownership Percentage;
(c) initiate (including by means of publicly proposing or announcing or otherwise disclosing an intention to propose, solicit, offer, seek to effect or negotiate) a merger, acquisition or other business combination transaction relating to the Company (other than a merger, acquisition or business combination of a third party (not a member of the Shareholder Group) with the Company) which would not be, if consummated, a Permitted Acquisition. The Shareholder Group shall not be prohibited by the terms of this Agreement from taking any action or exercising any right which is not inconsistent with the terms of this Agreement, including soliciting or obtaining the revocable proxy of any other shareholder of the Company with respect to the election of directors or any other matter, seeking the election of new directors, calling special meetings of shareholders of the Company, making shareholder proposals, engaging in discussions with the Board or the management of the Company or otherwise voting its Voting Securities in any manner in which any member of the Shareholder Group shall determine in its sole discretion. In addition, this section shall not be deemed to restrict Directors affiliated with the Shareholders from participating as officers or Board members in the direction ...
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. 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. 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) 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.
(b) Notwithstanding anything to the contrary herein, the parties hereto agree that the provisions of this Section 5.02 shall apply only to the WCAS Entities and not to any of their Partners, other Affiliates or portfolio companies that are not otherwise a holder of Shares and a Holder under this Agreement.
Acquisition of Voting Securities. Buyer agrees that during the Standstill Period, and notwithstanding anything in this Agreement to the contrary, without the prior written consent of the Board of Directors specifically expressed in a resolution adopted by a majority of the directors of the Corporation who are not designees or representatives of Buyer (or designees or representatives of any other Person who is acting in concert with Buyer with respect to a requested action), Buyer will not, and will not permit its Affiliates to, purchase or otherwise acquire, directly or indirectly, or agree or offer to purchase or otherwise acquire any Voting Securities of the Corporation if, as a result thereof, Buyer and its Affiliates, in the aggregate, would beneficially own Voting Securities representing more than 15% of the Total Voting Power.
Acquisition of Voting Securities. Effective on the date hereof and until the earlier of (i) October 1, 2005 and (ii) the date on which there are no longer outstanding any shares of Convertible Preferred Stock, the Stockholders will not, and will not permit any Investment Fund Affiliate to purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, Beneficial Ownership of any Voting Securities if, after giving effect to such purchase or acquisition, the Stockholders and all Investment Fund Affiliates would Beneficially Own in the aggregate more than 15% of the outstanding Voting Securities.
