Common use of Exceptions to the Standstill Provisions Clause in Contracts

Exceptions to the Standstill Provisions. Notwithstanding the foregoing, the provisions of Section 3.1 shall not prohibit: (a) any transaction by a Restricted Stockholder approved by either (i) a majority of the members of the Board of Directors who are neither designated by such Restricted Stockholder nor otherwise affiliated with such Restricted Stockholder, or (ii) a majority of the stockholders of the Company other than such Restricted Stockholder and its Affiliates; (b) in the case of the PCP Entities, the acquisition of securities pursuant to the terms of the Securities Purchase Agreement; (c) in the case of the PCP Entities, Harvard and Apollo, the acquisition of securities or of Beneficial Ownership of securities if, after giving effect to such acquisition, the Beneficial Ownership of such Restricted Stockholder in the Company is less than or equal to 49%; (d) in the case of the PCP Entities, a tender offer for all, but not less than all, of the outstanding Common Stock of the Company or a merger with or into the Company; (e) the granting by the Board of Directors of options to Affiliates of Restricted Stockholders; or (f) the exercise of stock options.

Exceptions to the Standstill Provisions. Notwithstanding the foregoing, the provisions of Section 3.1 shall not prohibit: (a) any transaction by a Restricted Stockholder approved by either (i) a majority of the members of the Board of Directors who are neither designated by such Restricted Stockholder nor otherwise affiliated with such Restricted Stockholder, or (ii) a majority of the stockholders of the Company other than such Restricted Stockholder and its Affiliates; (b) in the case of the PCP Entities, the acquisition of securities pursuant to the terms of the Securities Purchase Agreement; (ci) in the case of the PCP Entities, Harvard and Apollo, the acquisition of securities or of Beneficial Ownership of securities if, after giving effect to such acquisition, the Beneficial Ownership of the PCP Entities in the Company is less than or equal to 65% and (ii) in the case of each of Harvard, Apollo and Mitsui, the acquisition of securities of the Company or of Beneficial Ownership of securities of the Company if, after giving effect to such acquisition, the Beneficial Ownership of each such Restricted Stockholder in the Company is less than or equal to 49%; (d) in the case of the PCP Entities, a tender offer for all, but not less than all, of the outstanding Common Stock of the Company or a merger with or into the Company; (e) the granting by the Board of Directors of options to Affiliates of Restricted Stockholders; or (fe) the exercise of stock options.