Covenants of Interiors. Interiors hereby covenants as follows:
Covenants of Interiors. (a) Prior to the Termination Date or earlier termination of this Agreement and subject to the further provisions hereof, neither Interiors, nor any "affiliate" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), executive officer or director of Interiors (collectively, the "Interiors Group"), will, directly or indirectly, acquire any Voting Securities (except by way of stock dividends or other distributions or offerings made available to holders of Voting Securities generally) if the effect of such acquisition would be to increase the aggregate voting power in the election of directors of all Voting Securities then owned by all members of the Interiors Group to greater than 51% of such total combined voting power of all the Voting Securities then outstanding; provided that no member of the Interiors Group shall be obligated to dispose of any Voting Securities if the aggregate percentage ownership of the Interiors Group is increased as a result of a recapitalization of CSL or any other action taken by CSL or its affiliates other than the Interiors Group. Notwithstanding anything herein to the contrary, in the event the Interiors Group shall own less than 51% of all outstanding Voting Securities during the term of this Agreement, the Interiors Group may acquire additional Voting Securities during the term of this Agreement; provided that the effect of such acquisition would not increase the aggregate voting power in the election of directors of all Voting Securities then owned by all members of the Interiors Group to greater than 51% of such total combined voting power of all the Voting Securities then outstanding.
