Common use of Going Private Transactions Clause in Contracts

Going Private Transactions. No Significant Stockholder will, or will permit any member of its Restricted Group to, engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless such Going-Private Transaction (a) which is not a tender or exchange offer made by a member of the Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders who are not members of 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 Voting Securities not Beneficially Owned by members of the Restricted Group or (b) which is a tender or exchange offer made by a member of the Restricted Group, is contingent upon (x) the acquisition of a majority of the Outstanding Voting Securities not Beneficially Owned by members of the Restricted Group, and accompanied by an undertaking that such member of the Restricted Group shall acquire all of the Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) 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 of exchange offer, and the disinterested members the Board not recommending that holders of the Outstanding Voting Securities refrain from tendering their Outstanding Voting Securities in 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.

Going Private Transactions. No Prior to the seven (7) year anniversary of the Closing, without the prior written consent of the Company, no Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its Restricted Group to, engage 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 Transaction: (a) which is not a tender or exchange offer made by a any member of the 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 the 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 outstanding Voting Securities not Beneficially Owned beneficially owned by members of the such Significant Stockholder’s Restricted Group Group; or (b) which is a tender or exchange offer made by a member of the such Significant Stockholder’s Restricted Group, Group and is contingent upon (xi) the acquisition of a majority of the Outstanding Voting Securities outstanding shares of Common Stock not Beneficially Owned beneficially owned by members of the such Significant Stockholder’s Restricted Group, and accompanied by an undertaking that such member of the such Significant Stockholder’s Restricted Group shall acquire all of the Outstanding Voting Securities still shares of Common Stock, if any, that remain outstanding after the completion of such tender or exchange offer in a merger, if any, merger at the same price per share paid in such tender or exchange offer and (yii) 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 of or exchange offer, and the disinterested members the Board not recommending that holders of the Outstanding Voting Securities shares of Common Stock refrain from tendering their Outstanding Voting Securities shares of Common Stock in the such tender or exchange offer. In To the event that a decision is required to be made by extent the disinterested members Company releases any other stockholder of the Board under this Article 12 at a time prior to Company (other than the dissolution Macquarie Stockholder or the UBS Stockholder, if they are Significant Stockholders) from restrictions of the Special Nominating Committee, all references type described in this Article 12 to Section 3.3, then the disinterested members of Crestview Stockholder will also be released from the Board shall be deemed to be referring to the Special Nominating Committee. Notwithstanding the foregoing, nothing restrictions 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 12Section 3.3.

Going Private Transactions. No A Significant Stockholder will, or Holder will permit any member of its Restricted Group to, not be permitted to engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless unless, (a) in the event such Going-Private Transaction (a) which is not a tender or exchange offer made by a member of the Restricted Groupsuch Significant Holder, such Going-Private Transaction is (i) approved by the Board and determined by the Board to be fair to the stockholders who are not members of 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 Voting Securities not Beneficially Owned disinterested directors on the Board of Directors and (ii) approved by members the holders (other than such Significant Holder) holding at least a majority of the Restricted Group or 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 the Restricted GroupSignificant Holder, such Going-Private Transaction is contingent upon (x) the acquisition of a majority Majority of the Outstanding Voting Securities not Beneficially Owned by members of the Restricted GroupMinority, and accompanied by an undertaking that such member of the Restricted Group Significant Holder shall acquire all shares of the Outstanding Voting Securities Class A/B Common Stock still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) 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 of or exchange offer, and the such disinterested members the Board of Directors not recommending that holders of the Outstanding Voting Securities Class A/B Common Stock refrain from tendering their Outstanding Voting Securities Common A/B Common Stock in 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.

Going Private Transactions. No Significant Stockholder will, or will permit any member of its Restricted Group to, engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless such Going-Private Transaction (a) which is not a tender or exchange offer made by a member of the Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders who are not members of 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 Voting Securities not Beneficially Owned by members of the Restricted Group or (b) which is a tender or exchange offer made by a member of the Restricted Group, is contingent upon (x) the acquisition of a majority of the Outstanding Voting Securities not Beneficially Owned by members of the Restricted Group, and accompanied by an undertaking that such member of the Restricted Group shall acquire all of the Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) 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 of or exchange offer, and the disinterested members the Board not recommending that holders of the Outstanding Voting Securities refrain from tendering their Outstanding Voting Securities in 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 Capital Stock shall include a legend reflecting the restriction on transfer set forth in this Article 12.