Common use of Going Private Transactions Clause in Contracts

Going Private Transactions. Prior to the seventh anniversary of the date hereof, without the prior written consent of the Board, no Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless such Going-Private Transaction: (a) which is not a tender or exchange offer made by any member of such Significant Stockholder’s Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the outstanding Voting Securities not beneficially owned by members of such Significant Stockholder’s Restricted Group; or (b) which is a tender or exchange offer made by a member of such Significant Stockholder’s Restricted Group and is contingent upon (i) the acquisition of a majority of the outstanding Shares not beneficially owned by members of such Significant Stockholder’s Restricted Group, and accompanied by an undertaking that such member of such Significant Stockholder’s Restricted Group shall acquire all of the Shares, if any, that remain outstanding after the completion of such tender or exchange offer in a merger at the same price per share paid in such tender or exchange offer and (ii) the disinterested members of the Board, being authorized on behalf of the full Board to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, not recommending that holders of Shares refrain from tendering their Shares in such tender or exchange offer.

Going Private Transactions. Prior A Significant Holder will not be permitted to the seventh anniversary of the date hereof, without the prior written consent of the Board, no Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer engage in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless unless, (a) in the event such Going-Private Transaction: (a) which Transaction is not a tender or exchange offer made by any member of such Significant Stockholder’s Restricted GroupHolder, such Going-Private Transaction is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the outstanding Voting Securities not beneficially owned disinterested directors on the Board of Directors and (ii) approved by members of the holders (other than such Significant Stockholder’s Restricted Group; or Holder) holding at least a majority of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, (b) which in the event such Going-Private Transaction is a tender or exchange offer made by a member of Significant Holder, such Significant Stockholder’s Restricted Group and Going-Private Transaction is contingent upon (ix) the acquisition of a majority Majority of the outstanding Shares not beneficially owned by members of such Significant Stockholder’s Restricted GroupMinority, and accompanied by an undertaking that such member of such Significant Stockholder’s Restricted Group Holder shall acquire all shares of the Shares, if any, that remain Class A/B Common Stock still outstanding after the completion of such tender or exchange offer in a merger merger, if any, at the same price per share paid in such tender or exchange offer and (iiy) the disinterested members of the BoardBoard of Directors being authorized, being authorized on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, and such disinterested members the Board of Directors not recommending that holders of Shares the Class A/B Common Stock refrain from tendering their Shares Common A/B Common Stock in such the tender or exchange offer.

Going Private Transactions. Prior to the seventh anniversary of the date hereof, without the prior written consent of the Board, no No Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer engage in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless such Going-Private Transaction: Transaction (a) which is not a tender or exchange offer made by any a member of such Significant Stockholder’s the Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s the Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the outstanding Outstanding Voting Securities not beneficially owned Beneficially Owned by members of such Significant Stockholder’s the Restricted Group; Group or (b) which is a tender or exchange offer made by a member of such Significant Stockholder’s the Restricted Group and Group, is contingent upon (ix) the acquisition of a majority of the outstanding Shares Outstanding Voting Securities not beneficially owned Beneficially Owned by members of such Significant Stockholder’s the Restricted Group, and accompanied by an undertaking that such member of such Significant Stockholder’s the Restricted Group shall acquire all of the Shares, if any, that remain Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger merger, if any, at the same price per share paid in such tender or exchange offer and (iiy) the disinterested members of the Board, being authorized on behalf of the full Board to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, and the disinterested members the Board not recommending that holders of Shares the Outstanding Voting Securities refrain from tendering their Shares Outstanding Voting Securities in such the tender or exchange offer. In the event that a decision is required to be made by the disinterested members of the Board under this Article 12 at a time prior to the dissolution of the Special Nominating Committee, all references in this Article 12 to the disinterested members of the Board shall be deemed to be referring to the Special Nominating Committee. Notwithstanding the foregoing, nothing in this Article 12 shall be construed to apply to a transfer of Capital Stock to Harbinger Group Inc. or its subsidiaries by a Significant Stockholder or any other members of its Restricted Group, and no such transfer shall be deemed to constitute a Going-Private Transaction. Any transaction consummated in violation of the restriction on transfer set forth in this Article 12 shall be void ab initio. All certificates representing shares of Capital Stock shall include a legend reflecting the restriction on transfer set forth in this Article 12.

Going Private Transactions. Prior to the seventh seven (7) year anniversary of the date hereofClosing, without the prior written consent of the BoardCompany, no Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless such Going-Private Transaction: (a) which is not a tender or exchange offer made by any member of such Significant Stockholder’s Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the outstanding Voting Securities not beneficially owned by members of such Significant Stockholder’s Restricted Group; or (b) which is a tender or exchange offer made by a member of such Significant Stockholder’s Restricted Group and is contingent upon (i) the acquisition of a majority of the outstanding Shares shares of Common Stock not beneficially owned by members of such Significant Stockholder’s Restricted Group, and accompanied by an undertaking that such member of such Significant Stockholder’s Restricted Group shall acquire all of the Sharesshares of Common Stock, if any, that remain outstanding after the completion of such tender or exchange offer in a merger at the same price per share paid in such tender or exchange offer and (ii) the disinterested members of the Board, being authorized on behalf of the full Board to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, not recommending that holders of Shares shares of Common Stock refrain from tendering their Shares shares of Common Stock in such tender or exchange offer. To the extent the Company releases any other stockholder of the Company (other than the Macquarie Stockholder or the UBS Stockholder, if they are Significant Stockholders) from restrictions of the type described in this Section 3.3, then the Crestview Stockholder will also be released from the restrictions in this Section 3.3.

Going Private Transactions. Prior to the seventh anniversary of the date hereof, without the prior written consent of the Board, no No Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer engage in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless such Going-Private Transaction: Transaction (a) which is not a tender or exchange offer made by any a member of such Significant Stockholder’s the Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s the Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the outstanding Outstanding Voting Securities not beneficially owned Beneficially Owned by members of such Significant Stockholder’s the Restricted Group; Group or (b) which is a tender or exchange offer made by a member of such Significant Stockholder’s the Restricted Group and Group, is contingent upon (ix) the acquisition of a majority of the outstanding Shares Outstanding Voting Securities not beneficially owned Beneficially Owned by members of such Significant Stockholder’s the Restricted Group, and accompanied by an undertaking that such member of such Significant Stockholder’s the Restricted Group shall acquire all of the Shares, if any, that remain Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger merger, if any, at the same price per share paid in such tender or exchange offer and (iiy) the disinterested members of the Board, being authorized on behalf of the full Board to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or of exchange offer, and the disinterested members the Board not recommending that holders of Shares the Outstanding Voting Securities refrain from tendering their Shares Outstanding Voting Securities in such the tender or exchange offer. In the event that a decision is required to be made by the disinterested members of the Board under this Article 12 at a time prior to the dissolution of the Special Nominating Committee, all references in this Article 12 to the disinterested members of the Board shall be deemed to be referring to the Special Nominating Committee. Notwithstanding the foregoing, nothing in this Article 12 shall be construed to apply to a transfer of Capital Stock to Harbinger Group Inc. or its subsidiaries by a Significant Stockholder or any other members of its Restricted Group, and no such transfer shall be deemed to constitute a Going-Private Transaction. Any transaction consummated in violation of the restriction on transfer set forth in this Article 12 shall be void ab initio. All certificates representing shares of capital stock of the Corporation shall include a legend reflecting the restriction on transfer set forth in this Article 12.