Common use of BlackRock Share Repurchases Clause in Contracts

BlackRock Share Repurchases. If BlackRock engages in any share repurchase program or self-tender that has the effect of causing Xxxxxxx Xxxxx’x Beneficial Ownership of BlackRock Capital Stock to exceed its Voting Ownership Cap or Total Ownership Cap, subject to any restrictions in the Exchange Act, (a) in the event the Voting Ownership Cap is exceeded, BlackRock and Xxxxxxx Xxxxx shall each have the right, to cause the other to exchange a number of shares of BlackRock Common Stock for Series B Preferred Stock so that the amount of Voting Securities Beneficially Owned by Xxxxxxx Xxxxx and its Affiliates, following such exchange, shall be reduced to an amount representing not greater than the Voting Ownership Cap; and (b) in the event the Total Ownership Cap is exceeded, BlackRock and Xxxxxxx Xxxxx shall each have the right to make a written notice to the other to require BlackRock to purchase, and Xxxxxxx Xxxxx to sell, such number of shares of BlackRock Capital Stock as shall cause Xxxxxxx Xxxxx’x Beneficial Ownership of BlackRock Capital Stock not to exceed the Total Ownership Cap. Notwithstanding anything in this Section 2.4 to the contrary, Xxxxxxx Xxxxx shall not be obligated to sell any shares of BlackRock Capital Stock pursuant to this Section 2.4 if such sale is capable of being exempted under Rule 16b-3 under the Exchange Act (or any successor rule), until BlackRock has taken all necessary action to exempt such sale thereunder.

BlackRock Share Repurchases. If BlackRock engages in any share repurchase program or self-tender that has the effect of causing Xxxxxxx Mxxxxxx Xxxxx’x Beneficial Ownership of BlackRock Capital Stock to exceed its Voting Ownership Cap or Total Ownership Cap, subject to any restrictions in the Exchange Act, (a) in the event the Voting Ownership Cap is exceeded, BlackRock and Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall each have the right, to cause the other to exchange a number of shares of BlackRock Common Stock for Series B Preferred Stock so that the amount of Voting Securities Beneficially Owned by Xxxxxxx Xxxxx Mxxxxxx Lxxxx and its Affiliates, following such exchange, shall be reduced to an amount representing not greater than the Voting Ownership Cap; and (b) in the event the Total Ownership Cap is exceeded, BlackRock and Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall each have the right to make a written notice to the other to require BlackRock to purchase, and Xxxxxxx Xxxxx Mxxxxxx Lxxxx to sell, such number of shares of BlackRock Capital Stock as shall cause Xxxxxxx Mxxxxxx Xxxxx’x Beneficial Ownership of BlackRock Capital Stock not to exceed the Total Ownership Cap. Notwithstanding anything in this Section 2.4 to the contrary, Xxxxxxx Xxxxx Mxxxxxx Lxxxx shall not be obligated to sell any shares of BlackRock Capital Stock pursuant to this Section 2.4 if such sale is capable of being exempted under Rule 16b-3 under the Exchange Act (or any successor rule), until BlackRock has taken all necessary action to exempt such sale thereunder.

BlackRock Share Repurchases. If BlackRock engages in any share repurchase program or self-tender that has the effect of causing Xxxxxxx Xxxxx’x the Barclays Parties' Beneficial Ownership of BlackRock Capital Stock to exceed its the Voting Ownership Cap or the Total Ownership Cap, subject to any restrictions in the Exchange Act, (a) in the event Barclays Parties shall, at the written request of BlackRock, promptly sell such number of shares of BlackRock Capital Stock to BlackRock as shall cause the Barclays Parties' Beneficial Ownership of BlackRock Capital Stock not to exceed the Voting Ownership Cap is exceededor the Total Ownership Cap; provided, BlackRock however, that, subject to the Total Ownership Cap and Xxxxxxx Xxxxx in lieu of such sale, each Barclays Party shall each have the right, exercisable in whole or in part, to exchange, or cause the other BlackRock to exchange exchange, a number of shares of BlackRock Common Stock for Series B Preferred Stock so that the amount of Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Barclays Parties and its their Affiliates, following such exchange, shall be reduced to an amount representing not greater than the Voting Ownership Cap; and or (b) in BlackRock shall, at the event the Total Ownership Cap is exceededwritten request of any Barclays Party, BlackRock and Xxxxxxx Xxxxx shall each have the right to make a written notice to the other to require BlackRock to purchase, and Xxxxxxx Xxxxx to sell, promptly purchase such number of shares of BlackRock Capital Stock from such Barclays Party as shall cause Xxxxxxx Xxxxx’x the Barclays Parties’ Beneficial Ownership of BlackRock Capital Stock not to exceed the Voting Ownership Cap or the Total Ownership Cap. Notwithstanding anything in this Section 2.4 to the contrary, Xxxxxxx Xxxxx the Barclays Parties shall not be obligated to sell any shares of BlackRock Capital Stock pursuant to this Section 2.4 if such sale is capable of being exempted under Rule 16b-3 under the Exchange Act (or any successor rule), until BlackRock has taken all necessary action to exempt such sale thereunder.

BlackRock Share Repurchases. If BlackRock engages in any share repurchase program or self-tender that has the effect of causing Xxxxxxx Xxxxx’x the Barclays Parties’ Beneficial Ownership of BlackRock Capital Stock to exceed its the Voting Ownership Cap or the Total Ownership Cap, subject to any restrictions in the Exchange Act, (a) in the event Barclays Parties shall, at the written request of BlackRock, promptly sell such number of shares of BlackRock Capital Stock to BlackRock as shall cause the Barclays Parties’ Beneficial Ownership of BlackRock Capital Stock not to exceed the Voting Ownership Cap is exceededor the Total Ownership Cap; provided, BlackRock however, that, subject to the Total Ownership Cap and Xxxxxxx Xxxxx in lieu of such sale, each Barclays Party shall each have the right, exercisable in whole or in part, to exchange, or cause the other BlackRock to exchange exchange, a number of shares of BlackRock Common Stock for Series B Preferred Stock so that the amount of Voting Securities Beneficially Owned by Xxxxxxx Xxxxx the Barclays Parties and its their Affiliates, following such exchange, shall be reduced to an amount representing not greater than the Voting Ownership Cap; and or (b) in BlackRock shall, at the event the Total Ownership Cap is exceededwritten request of any Barclays Party, BlackRock and Xxxxxxx Xxxxx shall each have the right to make a written notice to the other to require BlackRock to purchase, and Xxxxxxx Xxxxx to sell, promptly purchase such number of shares of BlackRock Capital Stock from such Barclays Party as shall cause Xxxxxxx Xxxxx’x the Barclays Parties’ Beneficial Ownership of BlackRock Capital Stock not to exceed the Voting Ownership Cap or the Total Ownership Cap. Notwithstanding anything in this Section 2.4 to the contrary, Xxxxxxx Xxxxx the Barclays Parties shall not be obligated to sell any shares of BlackRock Capital Stock pursuant to this Section 2.4 if such sale is capable of being exempted under Rule 16b-3 under the Exchange Act (or any successor rule), until BlackRock has taken all necessary action to exempt such sale thereunder.