Common use of Acquisition of Voting Securities Clause in Contracts

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. Subject Until the earliest of (a) the seventh anniversary of the date hereof, (b) such date as the Xxxxxxx Entities cease to Beneficially Own Voting Securities representing 5% or more of the Total Voting Power, and (c) the occurrence of a Change in Control or a Rights Plan Event (the earliest of such dates being referred to as the "Standstill Termination Date") and subject to the last sentence further provisions hereof, immediately following the Closing, neither the VU Parties nor any of their Affiliates each Purchaser covenants and agrees that: (i) The Xxxxxxx Entities will acquirenot, directly or indirectly, without the Beneficial Ownership prior written consent of the Company, Beneficially Own any Voting Securities except for (A) the Shares, (B) shares of Common Stock issuable upon exercise of the Warrants, (C) shares of Common Stock issuable upon exercise of options granted to Xx. Xxxxxxx under the Directors Plan or any other shares of Common Stock or rights to acquire Common Stock made available to non-employee directors of the Company pursuant to Company plans and (D) additional Equity Voting Securities of the Company until so long as the Voting Power of all such time (the "TRIGGER DATE") that the Equity additional Voting Securities Beneficially Owned by the VU Parties Xxxxxxx Entities, together with the Voting Power of the shares referred to in clauses (A), (B) and their Affiliates represent less than 20(C) then Beneficially Owned by the Xxxxxxx Entities (calculated without giving effect to paragraph (ii) of this Section 5.1), does not equal or exceed 25% (the "PERMITTED OWNERSHIP PERCENTAGE") of the Total Equity Securities. Voting Power; (ii) Subject to Section 4.8, if at any time the last sentence hereofXxxxxxx Entities Beneficially Own Voting Securities representing more than 1,056,978 votes ("Purchasers' Voting Limit"), following then the Trigger Date, neither the VU Parties nor any Xxxxxxx Entities shall take such action as shall be required so that all shares of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Voting Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be Xxxxxxx Entities representing votes in excess of such number are voted in the Permitted Ownership Percentagesame proportion as the votes cast by other holders of Voting Securities on all matters to be voted on by the holders of Voting Securities (including, without limitation, matters relating to mergers or other business combinations). If Notwithstanding the foregoing, the Xxxxxxx Entities shall be free to vote all of their Voting Securities in such manner as they determine in their sole discretion with respect to any Low Return Transaction (as defined in Section 5.4(b)); and (iii) The Xxxxxxx Entities (A) shall be present, in person or by proxy, 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) all stockholders' meetings of the Exchange Act) take Company so that all action necessary to reduce the amount of Equity outstanding Voting 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 Xxxxxxx Entities shall be deemed to be continuing to serve as CEO until thx xxxxx xx (i) counted for the purpose of determining the presence of a quorum at such time as he no longer serves as CEO meetings and (iiB) such time as Mr. Diller no longer holds the Universal proxysubject to Section 5.1(ii), with the later in any election 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 directors of the Company, shall vote all outstanding Voting Securities Beneficially Owned by the Xxxxxxx Entities for the election of the Company's nominees as directors of the Company; provided, that 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 has complied with its obligations 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 thereunder4.5.