Common use of Avoidance of Control Clause in Contracts

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Anchor Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ pro rata proportion), that would cause any Anchor Investor’s or any other Person’s ownership of voting securities of the Company (together with the ownership by such Anchor Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACT) shall have the ability to exercise any voting rights of any securities in excess of 24.9% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor Investor breaches its obligations under this Section 3.6 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Notwithstanding anything to the contrary in the Transaction Documentsthis Agreement, neither the Company nor any shall not, and shall cause the Company Subsidiary shall Subsidiaries not to take any action (including any redemption, repurchase, or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Anchor Investors are Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ Investor’s pro rata proportion), that would cause any Anchor the Investor’s or any other Person’s ownership of voting securities of the Company Voting Securities (together with the ownership by such Anchor the Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the CompanyVoting Securities) to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACT) shall have the ability to exercise any voting rights of any securities in excess of 24.94.99% of any class of Voting Securities; provided, however, that the total outstanding voting securities Company shall not be deemed to have violated this Section 3.2(a) if it has given the Investor the opportunity to participate in such redemption, repurchase or recapitalization to the extent of the Company. In Investor’s pro rata proportion on the event either same terms as the other participants in such redemption, repurchase or recapitalization and the Investor fails to so participate; provided further, however, that if any such redemption, repurchase or recapitalization would result in per share proceeds to the Investor of less than the Purchase Price, the Company or any Anchor and the Investor breaches its obligations under this Section 3.6 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall will cooperate in good faith to take such actions as are necessary or advisable to negate any adverse effects arising from the Investor’s ownership of Voting Securities exceeding 4.99%, including without limitation, with respect to the number of shares of Voting Securities the Investor holds in excess of 4.99% of such parties class of Voting Securities, the exchange of nonvoting capital stock for such Voting Securities or the Investor’s grant to modify ownership or make other arrangements or take any other action, in each case, as is necessary the Company of a proxy to cure or avoid vote such breachVoting Securities.

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documentsthis Agreement, neither the Company nor any Company Subsidiary shall take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Anchor Investors are each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Anchor Investors’ such Purchaser’s pro rata proportion), that would cause any Anchor Investor’s or any other Personsuch Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Anchor Investor’s or other PersonPurchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9exceed 9.9%, in each case without the prior written consent of such affected Anchor InvestorPurchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any Anchor Investor such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement or any Transaction DocumentAgreement, no Anchor Investor or any other Person Purchaser (together with the Anchor Investors or its Affiliates (as such term is used under the BHC ACTAct)) shall have the ability to exercise any voting rights of any class of securities in excess of 24.99.9% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor Investor a Purchaser breaches its obligations under this Section 3.6 4.15 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Anchor Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ pro rata proportion), that would cause any Anchor Investor’s or any other Person’s ownership of voting securities of the Company (together with the ownership by such Anchor Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACTAct)) shall have the ability to exercise any voting rights of any securities in excess of 24.9% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor Investor breaches its obligations under this Section 3.6 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Anchor Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ pro rata proportion), that would cause any Anchor Investor’s or any other Person’s ownership of voting securities of the Company (together with the ownership by such Anchor Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or 39 otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACT) shall have the ability to exercise any voting rights of any securities in excess of 24.9% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor Investor breaches its obligations under this Section 3.6 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documentsthis letter agreement, neither the Company nor any Company Subsidiary (as defined in the Subscription Documents) shall take any action (including any redemption, repurchase, or recapitalization of Common Stockcommon stock, or securities or rights, options or warrants to purchase Common Stockcommon stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock common stock in each case, where the Anchor Investors are Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ Investor’s pro rata proportion), ) that would would: (i) cause any Anchor the Investor’s equity of the Company (together with equity owned by the Investor’s Affiliates) to exceed 24.95% of the Company’s total equity; or (ii) cause the Investor’s or any other Personperson’s ownership of any class of voting securities of the Company (together with the ownership by such Anchor the Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9exceed 24.95%, in each case without the prior written consent of such affected Anchor the Investor, or to increase to an amount that would constitute “control” under the BHC Act, Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any Anchor the Investor to “control” the Company under and for purposes of the BHC ActAct or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement or any Transaction Documentletter agreement, no Anchor the Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACTits Affiliates) shall not have the ability to purchase more than 24.95% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 24.924.95% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor the Investor breaches its obligations under this Section 3.6 paragraph 4(b) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documentsthis Side Letter Agreement or in any other agreement, neither the Company Parent nor any Company Parent Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Parent Common Stock, or securities or rights, options or warrants to purchase Parent Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Parent Common Stock Stock), in each case, where (x) that would cause any Large Investor or any other Person to control one third or more of the Anchor Investors are total equity of Parent for purposes of the BHC Act or its implementing regulations, or (y) that would cause any Large Investor or any other Person to “control,” or be presumed to “control,” Parent under and for purposes of the BHC Act or any rules or regulations promulgated thereunder (or any successor provisions); provided, that Parent shall not be deemed to have breached this Section 7 if Parent or any Parent Subsidiary effects a redemption, repurchase or recapitalization and Parent has given such Large Investor the right opportunity to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ such Large Investor’s pro rata proportion)proportion on the same terms as the other participants in such redemption, that would cause any Anchor Investor’s repurchase or any other Person’s ownership of voting securities of the Company (together with the ownership by recapitalization and such Anchor Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) Large Investor fails to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACT) shall have the ability to exercise any voting rights of any securities in excess of 24.9% of the total outstanding voting securities of the Companyso participate. In the event either the Company or any Anchor Investor Parent breaches its obligations under this Section 3.6 7 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto such Large Investor and shall cooperate in good faith with such parties Large Investor to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.