Common use of Additional Covenant Clause in Contracts

Additional Covenant. No Investor or Affiliate thereof, nor Xxxxxxx Xxxxxxx or Affiliate of Xxxxxxx Xxxxxxx, shall acquire beneficial ownership (within the meaning of Rules 13d-3 and 13d-5(b)(1) under the Exchange Act, without regard to the 60-day limit in Rule 13d-3(d)(1)(i), but in each case excluding any beneficial ownership solely by reason of the express terms of this Agreement) of any additional shares of Common Stock except: (i) if such acquisition is pursuant to a tender offer or exchange offer for outstanding shares of Common Stock, or a merger pursuant to a merger agreement with the Company, that in each case (A) is approved by not less than a majority of the members of the Board then in office (x) who have not recused themselves from the vote of the Board in respect of such approval, (y) who satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed, and (z) who are not Investor Designees (such tender offer or exchange offer, an “Approved Offer”, and such merger, an “Approved Merger”), and (B) in such Approved Offer, not less than a majority of the Subject Shares (as defined below) are tendered into such Approved Offer and not withdrawn prior to the final expiration of such Approved Offer, or in such Approved Merger, not less than a majority of the Subject Shares that are affirmatively voted (in person or by proxy) on the related merger proposal (and not withdrawn) are voted for (i.e., in favor) of such proposal. As used in this Section 4.03, “Subject Shares” means, where such an offer or acquisition referred to in this clause (i) is made by or on behalf one or more Investors or Xxxxxxx Xxxxxxx or any of their respective Affiliates or any combination of the foregoing (each such Person making such offer or acquisition or on whose behalf such offer or acquisition is made, together with its Affiliates, a “Subject Person”), the then outstanding shares of Common Stock not owned by any such Subject Person or Affiliate thereof;

Additional Covenant. No Investor or Affiliate thereof, nor Xxxxxxx Rxxxxxx Xxxxxxx or Affiliate of Xxxxxxx Rxxxxxx Xxxxxxx, shall acquire beneficial ownership (within the meaning of Rules 13d-3 and 13d-5(b)(1) under the Exchange Act, without regard to the 60-day limit in Rule 13d-3(d)(1)(i), but in each case excluding any beneficial ownership solely by reason of the express terms of this Agreement) of any additional shares of Common Stock except: (i) if such acquisition is pursuant to a tender offer or exchange offer for outstanding shares of Common Stock, or a merger pursuant to a merger agreement with the Company, that in each case (A) is approved by not less than a majority of the members of the Board then in office (x) who have not recused themselves from the vote of the Board in respect of such approval, (y) who satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed, and (z) who are not Investor Designees (such tender offer or exchange offer, an “Approved Offer”, and such merger, an “Approved Merger”), and (B) in such Approved Offer, not less than a majority of the Subject Shares (as defined below) are tendered into such Approved Offer and not withdrawn prior to the final expiration of such Approved Offer, or in such Approved Merger, not less than a majority of the Subject Shares that are affirmatively voted (in person or by proxy) on the related merger proposal (and not withdrawn) are voted for (i.e., in favor) of such proposal. As used in this Section 4.03, “Subject Shares” means, where such an offer or acquisition referred to in this clause (i) is made by or on behalf one or more Investors or Xxxxxxx Rxxxxxx Xxxxxxx or any of their respective Affiliates or any combination of the foregoing (each such Person making such offer or acquisition or on whose behalf such offer or acquisition is made, together with its Affiliates, a “Subject Person”), the then outstanding shares of Common Stock not owned by any such Subject Person or Affiliate thereof;

Additional Covenant. No Investor or Affiliate thereof, nor Xxxxxxx Xxxxxxx Richard Barasch or Affiliate of Xxxxxxx XxxxxxxRichard Barasch, shall acquire beneficial ownership benefixxxx xxxxxxxxx (within the meaning of Rules 13d-3 meanixx xx Xxxxx 00x-3 and 13d-5(b)(1) under the Exchange Act, without regard to the 60-day limit in Rule 13d-3(d)(1)(i), but in each case excluding any beneficial ownership solely by reason of the express terms of this Agreement) of any additional shares of Common Stock except: (i) if such acquisition is pursuant to a tender offer or exchange offer for outstanding shares of Common Stock, or a merger pursuant to a merger agreement with the Company, that in each case (A) is approved by not less than a majority of the members of the Board then in office (x) who have not recused themselves from the vote of the Board in respect of such approval, (y) who satisfy the criteria for “"independent director” " under the rules of the principal stock exchange on which the Common Stock is listed, and (z) who are not Investor Designees (such tender offer or exchange offer, an “Approved Offer”"APPROVED OFFER", and such merger, an “Approved Merger”"APPROVED MERGER"), and (B) in such Approved Offer, not less than a majority of the Subject Shares (as defined below) are tendered into such Approved Offer and not withdrawn prior to the final expiration of such Approved Offer, or in such Approved Merger, not less than a majority of the Subject Shares that are affirmatively voted (in person or by proxy) on the related merger proposal (and not withdrawn) are voted for (i.e., in favor) of such proposal. As used in this Section 4.03, “Subject Shares” "SUBJECT SHARES" means, where such an offer or acquisition referred to in this clause (i) is made by or on behalf one or more Investors or Xxxxxxx Xxxxxxx Richard Barasch or any of their respective Affiliates or any combination of the foregoing combinatxxx xx xxx xxxxgoing (each such Person making such offer or acquisition or on whose behalf such offer or acquisition is made, together with its Affiliates, a “Subject Person”"SUBJECT PERSON"), the then outstanding shares of Common Stock not owned by any such Subject Person or Affiliate thereof;