Company Restriction. The Company agrees that, without the prior written consent of a majority of the Coordinating Committee (voting as provided in Section 3.04), it will not issue or sell any shares of its common stock or its preferred stock or securities convertible into or exercisable or exchangeable for any such shares (including shares issued in mergers, acquisitions and other business combinations), whether or not the transaction is registered under the Securities Act, for a period starting on the Effective Date and ending on the earliest to occur of (i) three years after the Effective Date, (ii) such time as the Coordinating Committee has exercised its three Demand Registration Rights, and (iii) such time as no New Shares qualify as 40 Covered Shares; provided, however, that (1) after the completion of the first demand Offering, the Company may issue common stock or preferred stock or securities convertible into or exercisable or exchangeable for any such shares, without restriction as to the number of shares issued, in mergers, acquisitions or other business combinations and (2) during such three-year period, the Company may issue or sell, in the aggregate, up to 5,000,000 shares of its common stock, pursuant to the grant or exercise of employee stock options and under other employee benefit plans.
Company Restriction. The Company shall (i) not effect any Public Sale during the seven days prior to, and during the 90-day period beginning on, the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing such registered Public Offering otherwise agree, and (ii) use its best efforts to cause each holder of at least five percent (on a fully diluted basis) of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered Public Offering) to agree not to effect any Public Sale during such period (except as part of such underwritten registered Public Offering, if otherwise permitted), unless the underwriters managing the registered Public Offering otherwise agree.
Company Restriction. Notwithstanding the foregoing, any Transfer or purported Transfer of any Membership Interest, whether to another Member or to a third party, shall be of no effect, and such transferee shall not become a Member, if, in the reasonable determination of the Management Committee, the Transfer would adversely affect the tax or regulatory status of the Company or its Members or if the Company would or may, in the sole determination of the Management Committee, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 10.3, a person (the "beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the "flow-through entity") shall be considered a member, but only if (i) substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the Management Committee, a principal purpose of the use of the tiered arrangement is to permit the Company to satisfy the 100-member limitation. The Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determination as aforesaid.
Company Restriction. For a period of one (1) year after the Closing and so long as the Purchaser beneficially owns a number of Series A Shares and/or Ordinary Shares issued upon conversion of Series A Shares equal to at least seventy-five percent (75%) of the Series A Shares issued at the Closing (in each case, as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like) during such one (1) year period, the Company shall not effectuate, or by any action or omission, directly or indirectly, cause, permit, or facilitate, a Change of Control with or involving a Competitor (a “Competitor Change of Control”) without the express prior written consent of the Purchaser in its sole discretion. Any attempted Competitor Change of Control in contravention of this Section 4 shall be null and void ab initio.
