Common use of Additional Restricted Actions Clause in Contracts

Additional Restricted Actions. KLX agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, KLX will not (i) enter into any Proposed Acquisition Transaction or, to the extent KLX has the right to prohibit any Proposed Acquisition Transaction involving KLX, permit any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLX, (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX pursuant to the Contribution or sell or transfer 30% or more of the gross assets of the KLX Active Trade or Business or 30% or more of the consolidated gross assets of the KLX Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a KLX Affiliate) any KLX Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX Capital Stock (including, without limitation, through the conversion of one class of KLX Capital Stock into another class of KLX Capital Stock) or (vi) take any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain a Ruling in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax Opinion.

Additional Restricted Actions. KLX agrees that, Any of the following actions by HPQ from the date hereof until the first day after the two-year anniversary of the Distribution Date, KLX will not : (i) enter entry into any Proposed Acquisition Transaction or, to the extent KLX HPQ Co has the right to prohibit any Proposed Acquisition Transaction involving KLXHPQ Co, permit permitting any Proposed Acquisition Transaction to occur or otherwise provide providing its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLXHPQ Co, (ii) merge merging or consolidate consolidating with any other Person or liquidate liquidating or partially liquidateliquidating, (iii) in a single transaction or series of transactions sell selling or transfer transferring (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX HPQ Co pursuant to the Contribution or sell selling or transfer 30% or more of the gross assets of the KLX HPQ Co Active Trade or Business or 30% or more of the consolidated gross assets of the KLX HPQ Co Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem redeeming or otherwise repurchase repurchasing (directly or through a KLX HPQ Co Affiliate) any KLX HPQ Co Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend amending its certificate of incorporation (or other organizational documents), or take taking any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX HPQ Co Capital Stock (including, without limitation, including through the conversion of one class of KLX HPQ Co Capital Stock into another class of KLX HPQ Co Capital Stock) or (vi) take taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting otherwise results in one or more Persons (whether or not acting in concert) to acquire acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain a Ruling in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax Opinion.HPQ Co.

Additional Restricted Actions. KLX agrees that, Any of the following actions by Unimin from the date hereof until the first day after the two-year anniversary of the Distribution Date, KLX will not : (i) enter entering into any Proposed Acquisition Transaction or, to the extent KLX Unimin has the right to prohibit any Proposed Acquisition Transaction involving KLXUnimin, permit permitting any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLXUnimin, (ii) merge merging or consolidate consolidating with any other Person or liquidate liquidating or partially liquidateliquidating, (iii) in a single transaction or series of transactions sell selling or transfer transferring (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX pursuant to the Contribution or sell or transfer 30% or more of the gross assets of the KLX Unimin Active Trade or Business or 30% or more of the consolidated gross assets of the KLX Unimin Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem redeeming or otherwise repurchase repurchasing (directly or through a KLX Unimin Affiliate) any KLX Unimin Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend amending its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX Unimin Capital Stock (including, without limitation, including through the conversion of one class of KLX Unimin Capital Stock into another class of KLX Unimin Capital Stock) or (vi) take taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting otherwise results in one or more Persons (whether or not acting in concert) to acquire acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX Unimin. Provided, however, that (x) no transaction occurring or otherwise jeopardize contemplated by the Tax-Free Status for Merger Agreement shall be considered a Restricted Action and (y) the External Spin-Off, unless issuance of Unimin shares pursuant to Merger Agreement shall be taken into account in determining whether any other acquisition of Unimin shares prior to taking any such action set forth the first day after the two-year anniversary of the Distribution Date results in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain acquisition of stock representing a Ruling Fifty-Percent of Greater Interest in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax OpinionUnimin.

Additional Restricted Actions. KLX agrees that, from the date hereof until the first day after the two-year anniversary Any of the Distribution Date, KLX will not following actions by VSI during the Restriction Period: (i) enter entering into any Proposed Acquisition Transaction or, to the extent KLX VSI has the right to prohibit any Proposed Acquisition Transaction involving KLXVSI, permit permitting any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLXVSI, (ii) merge merging or consolidate consolidating with any other Person or liquidate liquidating or partially liquidateliquidating, (iii) in a single transaction or series of transactions selling or transferring, or causing its Affiliates to sell or transfer transfer, (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX pursuant to the Contribution or sell or transfer 30% or more of the gross assets of the KLX VSI Active Trade or Business or 30% or more of the consolidated gross assets of the KLX VSI Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem redeeming or otherwise repurchase repurchasing (directly or through a KLX VSI Affiliate) any KLX VSI Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend amending its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX VSI Capital Stock (including, without limitation, including through the conversion of one class of KLX VSI Capital Stock into another class of KLX VSI Capital Stock) or (vi) take taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting otherwise results in one or more Persons (whether or not acting in concert) to acquire acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain a Ruling in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax OpinionVSI.

Additional Restricted Actions. KLX agrees thatAny of the following actions by SpinCo during the Restriction Period (except, from in the date hereof until the first day after case of clauses (vii) through (ix), during the two-year anniversary of period commencing on the Distribution Separation Completion Date, KLX will not ): (i) enter entry into any Proposed Acquisition Transaction or, to the extent KLX SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction involving KLXSpinCo, permit permitting any Proposed Acquisition Transaction to occur or otherwise provide providing its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLXSpinCo, (ii) merge merging or consolidate consolidating with any other Person or liquidate liquidating or partially liquidateliquidating, (iii) in a single transaction or series of transactions selling or transferring, or causing its Affiliates to sell or transfer transfer, (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX SpinCo, directly or indirectly, pursuant to the Contribution Separation or sell selling or transfer 30% or more of the gross assets of the KLX SpinCo Active Trade or Business or 30% or more of the consolidated gross assets of the KLX SpinCo Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem redeeming or otherwise repurchase repurchasing (directly or through a KLX SpinCo Affiliate) any KLX SpinCo Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend amending its certificate of incorporation (or other organizational documents), or take taking any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX SpinCo Capital Stock (including, without limitation, including through the conversion of one class of KLX SpinCo Capital Stock into another class of KLX SpinCo Capital Stock) or ), (vi) take taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting otherwise results in one or more Persons (whether or not acting in concert) to acquire acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi)SpinCo, (Avii) KLX shall have requested that B/E obtain a Ruling the transfer by SpinCo of its rights in accordance with Section 7.4 Cognyte Software LP and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status)Cognyte Systems Ltd., (Bviii) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion the transfer by Cognyte Software LP of its rights in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) Cognyte Technology Israel Ltd., or (Cix) B/E shall have waived the requirement to obtain such Ruling issuance of additional rights or Unqualified Supplemental Tax Opinion.shares in either Cognyte Software LP or Cognyte Systems Ltd.

Additional Restricted Actions. KLX agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, KLX will not (i) enter into any Proposed Acquisition Transaction or, to the extent KLX has the right to prohibit any Proposed Acquisition Transaction involving KLX, permit any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLX, (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX pursuant to the Contribution or sell or transfer 30% or more of the gross assets of the KLX Active Trade or Business or 30% or more of the consolidated gross assets of the KLX Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a KLX Affiliate) any KLX Capital Stockstock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX Capital Stock (including, without limitation, through the conversion of one class of KLX Capital Stock into another class of KLX Capital Stock) or (vi) take any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain a Ruling in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E with an Unqualified Supplemental Tax Opinion in form and substance satisfactory to B/E in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax Opinion.

Additional Restricted Actions. KLX B/E agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, KLX B/E will not (i) enter into any Proposed Acquisition Transaction or, to the extent KLX B/E has the right to prohibit any Proposed Acquisition Transaction involving KLXB/E, permit any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving KLXB/E, (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to KLX pursuant to the Contribution or sell or transfer 30% or more of the gross assets of the KLX B/E Active Trade or Business or 30% or more of the consolidated gross assets of the KLX B/E Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a KLX B/E Affiliate) any KLX Capital StockB/E stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of KLX B/E Capital Stock (including, without limitation, through the conversion of one class of KLX B/E Capital Stock into another class of KLX B/E Capital Stock) or (vi) take any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in KLX B/E or otherwise jeopardize the Tax-Free Status for the External Spin-Off, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) KLX shall have requested that B/E obtain shall have obtained a Ruling in accordance with Section 7.4 and B/E shall have received such a Ruling in form and substance reasonably satisfactory to B/E KLX in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status), (B) KLX shall provide B/E shall provide KLX with an Unqualified Supplemental Tax Opinion in form and substance reasonably satisfactory to B/E KLX in its sole and absolute discretion (exercised in good faith solely to preserve the Tax-Free Status) or (C) B/E KLX shall have waived the requirement to obtain such Ruling or Unqualified Supplemental Tax Opinion.