Certain Permitted Transactions and Communications. Notwithstanding the foregoing, this Agreement shall not prohibit (i) the acquisition or holding of securities or rights in the ordinary course of business by any employee benefit plan whose trustees, investment managers or similar advisors are not Affiliates of any Restricted Party, (ii) the consummation of any transaction expressly provided for in the Merger Agreement or (iii) officers and employees of the Restricted Parties from communicating with officers of the Company or its Affiliates on matters related to or governed by the Merger Agreement or other operational matters, or the Restricted Parties from communicating with the board of directors of the Company, the Chairman of such board of directors, the Chief Executive Officer or the Chief Financial Officer of the Company, so long as such communication is conveyed in confidence, does not require public disclosure by the Restricted Parties or by the Company, and is not intended to (A) elicit, and, in the reasonable belief of the Restricted Party making such communication, does not require the issuance of, a public response by the Company or (B) otherwise circumvent the provisions of Section 4.2.
Certain Permitted Transactions and Communications. Notwithstanding the foregoing, this Agreement shall not prohibit (i) the acquisition or holding of securities or rights in the ordinary course of business by any employee benefit plan whose trustees, investment managers or similar advisors are not Affiliates of any Restricted Party, (ii) the consummation of any transaction expressly provided for in the Investment Agreement or the Operating Agreement including the acquisition and/or exercise of the Warrants or any purchase of shares of Common Stock upon conversion of Preferred Stock or (iii) officers and employees of the Restricted Parties from communicating with officers of the Company or its Affiliates on matters related to or governed by the Distribution Agreement, the Operating Agreement or other operational matters, or the Restricted Parties from communicating with the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the Chief Financial Officer of the Company, so long as such communication is conveyed in confidence, does not require public disclosure by the Restricted Parties or, in the reasonable belief (based on the advice of outside counsel) of the Restricted Party making such communication, by the Company, and is not intended to (A) elicit, and, in the reasonable belief (based on the advice of outside counsel) of the Restricted Party making such communication, does not require the issuance of, a public response by the Company or (B) otherwise circumvent the provisions of Section 4.1. ARTICLE V
Certain Permitted Transactions and Communications. For clarity, this Agreement, among other things, does not prohibit (i) the acquisition or holding in the ordinary course of business by any employee benefit plan whose trustees, investment managers or similar advisors are unaffiliated with NWA Corp. or its Affiliates of securities or rights referred to in Section 3.1 or (ii) officers and employees of NWA Corp. or its Affiliates from communicating with officers and employees of KLM or its Affiliates on matters related to or governed by the Umbrella Agreements, or NWA Corp. or its Affiliates from communicating with the Chairman of the Supervisory Board of KLM or the President of KLM, so long as such communication is conveyed in strict confidence, does not require public disclosure by NWA Corp. or, in the reasonable opinion of NWA Corp.'s counsel, by KLM and is not intended to elicit, and, in the reasonable opinion of NWA Corp.'s counsel, does not require the issuance of, a public response by KLM.
Certain Permitted Transactions and Communications. For clarity, this Agreement, among other things, does not prohibit (i) the acquisition or holding in the ordinary course of business by any employee benefit plan whose trustees, investment managers or similar advisors are unaffiliated with KLM or its Affiliates of securities or rights referred to in Section 2.1, (ii) the consummation of any transaction contemplated pursuant to the Common Stock Agreement, including the exercise by KLM on the Initial Closing Date of the option to purchase shares pursuant to Section 17 of the Stockholders' Agreement, any purchase of shares contemplated by the Common Stock Agreement or the Option Agreement and any conversion of Class A Common Stock to Class B Common Stock or Class B Common Stock to Class A Common Stock as provided for in such agreements, or (iii) officers and employees of KLM or its Affiliates from communicating with officers and employees of NWA Corp. or its Affiliates on matters related to or governed by the Umbrella Agreements, or KLM or its Affiliates from communicating with the Chairman of the NWA Corp. Board of Directors or the Chief Executive Officer of NWA Corp., so long as such communication is conveyed in strict confidence, does not require public disclosure by KLM or, in the reasonable opinion of KLM's counsel, by NWA Corp., and is not intended to elicit, and, in the reasonable opinion of KLM's counsel, does not require the issuance of, a public response by NWA Corp.
Certain Permitted Transactions and Communications. Anything in Section 6.1 to the contrary notwithstanding, Section 6.1 shall not prohibit (a) the conversion of Series D-1 Stock, the exercise of the Series D-1 Warrants, or the consummation by a Series D-1 Investor of any transaction expressly provided for in this Agreement, PROVIDED that if such transaction is to be consummated on or before the earliest of (i) June 15, 2005, (ii) the first date on which none of the Convertible Debentures remains outstanding, and (iii) the first date on which the provision in the Convertible Debentures requiring redemption upon a Change of Control (as defined in the indenture governing the Convertible Debentures) is not in effect, then such Series D-1 Investor (which for this purpose shall include any syndicate or group that includes such Series D-1 Investor and that would be deemed to be a person under Section 13(d)(3) of the Exchange Act) shall not, without the prior written consent of the Company, be entitled to consummate such transaction to the extent such Series D-1 Investor (including any such syndicate or group) would thereafter Beneficially Own more than 49.9% of the then-outstanding voting securities of the Company (any voting securities of which such Series D-1 Investor is the Beneficial Owner that are not then outstanding being deemed outstanding for purposes of calculating such percentage), Common Stock, (b) any action taken by Series D-1 Investors in connection with the nomination and election of the Series D-1 Directors or any action taken by the Series D-1 Directors in such capacities, (c) officers and employees of the Series D-1 Investors from communicating with officers of the Company or its Affiliates on matters related to or governed by this Agreement, matters relating to the Series D-1 Investors investment in the Company, or operational matters, or (d) the Series D-1 Investors from communicating with the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the Chief Financial Officer of the Company, so long as any such communication is conveyed in confidence, would not require public disclosure by the Series D-1 Investors or by the Company, and is not intended to elicit, and, in the reasonable belief (after consulting with outside counsel) of the Series D-1 Investor making such communication, does not require the issuance of, a public response by the Company.
Certain Permitted Transactions and Communications. Notwithstanding the foregoing, this Agreement shall not prohibit (i) the acquisition or holding of securities or rights in the ordinary course of business by any employee benefit plan whose trustees, investment managers or similar advisors are not Affiliates of any Restricted Party, (ii) the consummation of any transaction expressly provided for in the Merger Agreement or (iii) officers, advisors and employees of the Restricted Parties from communicating with each other and with officers of CNET or its Affiliates on matters related to or governed by the Merger Agreement, this Agreement or other operational matters.
