Common use of Controlled Company Clause in Contracts

Controlled Company. (a) The Stockholders acknowledge and agree that, (i) by virtue of this Article II, they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the Combined Voting Power of Common Stock held by the Stockholders, the Issuer shall qualify as a “controlled company” within the meaning of Stock Exchange rules as of the Closing Date. (b) So long as the Issuer qualifies as a “controlled company” for purposes of Stock Exchange rules, the Issuer may elect to be a “controlled company” for purposes of Stock Exchange rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Issuer ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Stockholders and the Issuer will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Issuer to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.

Controlled Company. (a) The Stockholders Investors acknowledge and agree that, (i) by virtue of this Article II, they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the Combined Voting Power combined voting power of Common Stock held by the StockholdersInvestors representing more than 50% of the total voting power of the Common Stock outstanding as of the Closing Date, the Issuer shall qualify Company qualifies as a “controlled company” within the meaning of Stock Exchange rules as of the Closing Date. (b) So long as the Issuer Company qualifies as a “controlled company” for purposes of Stock Exchange rules, the Issuer may Company will elect to be a “controlled company” for purposes of Stock Exchange rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Issuer Company ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Stockholders Investors and the Issuer Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Issuer Company to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.

Controlled Company. (a) The Stockholders Investors acknowledge and agree that, (i) by virtue of this Article II, they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the Combined Voting Power combined voting power of Common Stock held by the StockholdersInvestors representing more than 50% of the total voting power of the Common Stock outstanding as of the Pricing Date, the Issuer shall qualify Company qualifies as a “controlled company” within the meaning of Stock Exchange rules as of the Closing Pricing Date. (b) So long as the Issuer Company qualifies as a “controlled company” for purposes of Stock Exchange rules, the Issuer may Company will elect to be a “controlled company” for purposes of Stock Exchange rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Issuer Company ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Stockholders Investors and the Issuer Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Issuer Company to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.