Common use of Additional Restricted Actions Clause in Contracts

Additional Restricted Actions. Any of the following actions by Unimin from the date hereof until the first day after the two-year anniversary of the Distribution Date: (i) entering into any Proposed Acquisition Transaction or, to the extent Unimin has the right to prohibit any Proposed Acquisition Transaction involving Unimin, permitting any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving Unimin, (ii) merging or consolidating with any other Person or liquidating or partially liquidating, (iii) in a single transaction or series of transactions selling or transferring (other than sales or transfers of inventory in the ordinary course of business) 30% or more of the gross assets of the Unimin Active Trade or Business or 30% or more of the consolidated gross assets of the Unimin Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeeming or otherwise repurchasing (directly or through a Unimin Affiliate) any 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) 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 Unimin Capital Stock (including through the conversion of one class of Unimin Capital Stock into another class of Unimin Capital Stock) or (vi) taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) otherwise results in one or more Persons (whether or not acting in concert) acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in Unimin. Provided, however, that (x) no transaction occurring or contemplated by the Merger Agreement shall be considered a Restricted Action and (y) the issuance of Unimin shares pursuant to Merger Agreement shall be taken into account in determining whether any other acquisition of Unimin shares prior to the first day after the two-year anniversary of the Distribution Date results in acquisition of stock representing a Fifty-Percent of Greater Interest in Unimin.

Additional Restricted Actions. Any of the following actions by Unimin from VSI during the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period: (i) entering into any Proposed Acquisition Transaction or, to the extent Unimin VSI has the right to prohibit any Proposed Acquisition Transaction involving UniminVSI, permitting any Proposed Acquisition Transaction to occur or otherwise provide its approval or board of directors’ recommendation to a Proposed Acquisition Transaction involving UniminVSI, (ii) merging or consolidating with any other Person or liquidating or partially liquidating, (iii) in a single transaction or series of transactions selling or transferring transferring, or causing its Affiliates to sell or transfer, (other than sales or transfers of inventory in the ordinary course of business) 30% or more of the gross assets of the Unimin VSI Active Trade or Business or 30% or more of the consolidated gross assets of the Unimin VSI Group (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeeming or otherwise repurchasing (directly or through a Unimin VSI Affiliate) any Unimin 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) 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 Unimin VSI Capital Stock (including through the conversion of one class of Unimin VSI Capital Stock into another class of Unimin VSI Capital Stock) or (vi) taking any other action or actions which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) otherwise results in one or more Persons (whether or not acting in concert) acquiring directly or indirectly stock representing a Fifty-Percent or Greater Interest in Unimin. Provided, however, that (x) no transaction occurring or contemplated by the Merger Agreement shall be considered a Restricted Action and (y) the issuance of Unimin shares pursuant to Merger Agreement shall be taken into account in determining whether any other acquisition of Unimin shares prior to the first day after the two-year anniversary of the Distribution Date results in acquisition of stock representing a Fifty-Percent of Greater Interest in UniminVSI.