Acquisitions of Common Stock. (a) Neither the Company ---------------------------- nor any of its subsidiaries shall purchase or otherwise acquire any outstanding shares of Common Stock in any transaction or series of transactions (other than purchases contemplated by Section 3.1(b)) unless (i) the Company has reasonably determined, based on public filings by the Stockholder and any written advice received from the Stockholder regarding its ownership of Common Stock, that such transaction or series of transactions could not result in the Stockholder becoming the owner of 45% or more of the outstanding shares of Common Stock, or (ii) at least 10 days prior to any such transaction or the commencement of such series of transactions, the Company shall have delivered to the Stockholder a notice setting forth the anticipated acquisition price per share of Common Stock (if such acquisition is anticipated to be made other than on the New York Stock Exchange (or other securities exchange on which the Common Stock then trades)), the number of shares of Common Stock intended to be acquired by the Company, the number of shares of Common Stock then outstanding, and any other material terms and conditions of the proposed acquisition. If upon receipt of such notice the Stockholder determines, in its sole discretion, that the Company's proposed transaction or series of transactions might result in the Stockholder owning in the aggregate more than exactly half of the Company's then outstanding shares of Common Stock and could compel the Stockholder to report the Company on a consolidated basis in its consolidated financial statements in accordance with generally accepted accounting principles, the Stockholder shall give written notice of such determination to the Company within 5 days after receipt of the Company's notice of the proposed transaction or, series of transactions. In such event: (1) with respect to open market purchases, (i) the Company shall notify the Stockholder of each such purchase on the day it is made and of any other changes in the number of then outstanding shares of Common Stock, (ii) the Stockholder shall have two business days to notify the Company that it elects to require the Company to purchase from the Stockholder for cash such number of shares as, in the reasonable judgment of the Stockholder, will prevent the Stockholder from owning more than exactly half of the outstanding shares of Common Stock, (iii) the price per share for such purchase shall be the average of the hig...
Acquisitions of Common Stock. After the Closing and until the fifth anniversary thereof, without the prior approval of a majority of the Independent Directors then in office, the Investor Group shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Investor Group, after giving effect to any such acquisition, is in excess of 49.9% (or such greater percentage as the Investor Group may beneficially own immediately following the exercise, in whole or in part, of the Series B Investor Warrants) of the Common Stock of the Company, except (i) by way of stock splits, stock dividends, reclassifications, recapitalizations, or other distributions by the Company to holders of the Common Stock, (ii) pursuant to the exercise of the Investor Warrants in accordance with the terms thereof, (iii) by acquisition of any New Securities pursuant to Section 4.03, or (iv) pursuant to Section 4.04.
Acquisitions of Common Stock. The Investor shall not acquire any additional shares of Common Stock or other securities of the Company without the prior consent of the PSB, except acquisitions pursuant to stock dividends or splits that do not result in any material (i.e., greater than 1%) increase in the Investor's ownership percentages of the Common Stock. 6.
Acquisitions of Common Stock. Subject to the receipt of the Stockholder Approval, from the date the Investor beneficially acquires thirty-five percent (35%) of the issued and outstanding shares of Common Stock of the Company until the second (2nd) anniversary of the receipt of the Stockholder Approval, without the prior approval of the Board, the Investor shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Investor, after giving effect to any such acquisition, would be in excess of thirty-five percent (35%) of the issued and outstanding shares of Common Stock of the Company.
Acquisitions of Common Stock. Until the Standstill Expiration Date, without the prior approval of the Board, Stockholder shall not, nor shall it permit its controlled and/or controlling Affiliates or General Partners to, purchase or otherwise acquire, offer to acquire or agree to acquire, directly or indirectly, beneficial ownership of Parent Common Stock or any other Equity Security of Parent such that, after giving effect to any such acquisition and the exercise, conversion or exchange of any Equity Security, Stockholder would be the beneficial owner of in excess of 9.9% of the outstanding Parent Common Stock (excluding any Parent Common Stock received or acquired, or that may be received or acquired, by Stockholder pursuant to the exercise of the Roll-over Warrants in accordance with their terms), except by way of stock splits, stock dividends, reclassifications, recapitalizations or other distributions by Parent to all holders of Parent Common Stock or due to stock repurchases or redemptions by Parent.
Acquisitions of Common Stock. Until the second (2nd) anniversary of the date of this Agreement, without the prior approval of the Board, the Investor shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Investor, after giving effect to any such acquisition, would be in excess of 36.5% of the issued and outstanding shares of Common Stock of the Company.
Acquisitions of Common Stock. Without the prior approval of the Board, the Investor shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Investor, after giving effect to any such acquisition, would be in excess of (i) 42% of the issued and outstanding shares of Common Stock of the Company prior to any exercise of the Tranche 2 Option, or (ii) 53% of the issued and outstanding shares of Common Stock of the Company following any exercise of the Tranche 2 Option. The Company hereby consents to the acquisition of additional shares of Common Stock by the Investor pursuant to the Transfer Agreement.
Acquisitions of Common Stock. After the Closing and until the fifth anniversary thereof, without the prior approval of a majority of the Independent Directors then in office, the Yellowstone Group shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Yellowstone Group, after giving effect to any such acquisition, is in excess of 49.9% (or such greater percentage as the Yellowstone Group may beneficially own immediately following the exercise, in whole or in part, of the Series B Investor Warrants) of the Common Stock of the Company, except (i) by way of stock splits, stock dividends, reclassifications, recapitalizations, or other distributions by the Company to holders of the Common Stock, (ii) pursuant to the exercise of the Investor Warrants in accordance with the terms thereof, (iii) by acquisition of any New Securities pursuant to Section 4.03, or (iv) pursuant to Section 4.04.
Acquisitions of Common Stock. Without the prior approval of one of the Incumbent Directors then in office the Investor Group shall not purchase or otherwise acquire, directly or indirectly, beneficial ownership of any shares of Common Stock such that the aggregate beneficial ownership of the Investor Group, after giving effect to any such acquisition, is in excess of 70% (calculated after giving effect to the (i) full exchange of all OP Units then beneficially owned by the Investor Group for Common Stock and (ii) issuance of the Warrant Shares upon the exercise of the Warrants in accordance with their terms) of the Common Stock of the Company, except (i) by way of stock splits, stock dividends, reclassifications, recapitalizations, or other distributions by the Company to holders of the Common Stock, (ii) pursuant to the conversion or exchange of the Acquired OP Units or Additional OP Units for Common Stock, (iii) by acquisition of any New Securities pursuant to Section 4.03, (iv) pursuant to Section 4.04, or (v) in connection with the acquisition of the Tender Offer Securities.
Acquisitions of Common Stock. For a period commencing immediately following the Equity Closing and ending on the earlier of (1) the occurrence of a Termination Event, and (2) three (3) years from the date of this Agreement (the earlier of clauses (1) and (2), the “Expiration Date”), without the prior written approval of the Company, no FRG Investor shall, nor shall any FRG Investor permit its Affiliates, to acquire or purchase any Equity Securities of the Company, other than (i) acquisitions or purchases of such Equity Securities upon the conversion or exchange of any other Equity Securities that are issued pursuant to the Investment Agreement, (ii) acquisitions or purchases of Equity Securities from the Company, including pursuant to the exercise of the preemptive rights set forth in Section 4 hereof, (iii) acquisitions or purchases of Equity Securities in a Permitted Transfer referred to in Section 2(a)(i)(1) or Section 2(a)(i)(6) hereof, (iv) acquisitions or purchases of Equity Securities in the ordinary course of business in connection with any brokerage or market making activities, or (v) acquisitions or purchases in connection with the exercise of any remedies in its capacity as a lender to the Company or any Subsidiary thereof.
