Common use of Inapplicable to Certain Persons and Transactions Clause in Contracts

Inapplicable to Certain Persons and Transactions. (a) No provision of this Agreement shall be binding on any Person solely because such Person is: (i) a Hedging Counterparty; (ii) a holder of Company Securities as a result of the rehypothecation of Company Securities by a Hedging Counterparty or Financing Counterparty; (iii) a transferee of Company Securities pursuant to settlement under, or pursuant to default rights or the exercise of remedies by a Hedging Counterparty or Financing Counterparty in connection with, any Hedging Transaction or Financing Transaction; or (iv) an Investor Designee receiving Company Securities as compensation in connection with his or her service as a director of the Board; provided that such Company Securities shall be included in any calculation of beneficial ownership in accordance with the terms of this Agreement. (b) Subject to the limitations set forth in Section 4.04(b) of the Voting and Standstill Agreement and Section 4.01(a) of this Agreement, no provision of this Agreement shall prohibit any Person from entering into, performing or settling Hedging Transactions or Financing Transactions in relation to any Company Securities, or granting liens and other security interests in connection therewith, from exercising remedies thereunder, or from permitting a Hedging Counterparty to rehypothecate Company Securities in connection with a Hedging Transaction nor shall any of the foregoing described in this Section 4.09(b) be deemed, in and of itself, a violation of this Agreement.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Lions Gate Entertainment Corp /Cn/)

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Inapplicable to Certain Persons and Transactions. (a) No provision of this Agreement shall be binding on any Person solely because such Person is: (i) a Hedging Counterparty; (ii) a holder of Company Securities as a result of the rehypothecation of Company Securities by a Hedging Counterparty or Financing Counterparty; (iii) a transferee of Company Securities pursuant to settlement under, or pursuant to default rights or the exercise of remedies by a Hedging Counterparty or Financing Counterparty in connection with, any Hedging Transaction or Financing Transaction; or (iv) an Investor Designee receiving Company Securities as compensation in connection with his or her service as a director of the Board; provided that such Company Securities shall be included in any calculation of beneficial ownership in accordance with the terms of this Agreement. (b) Subject Notwithstanding anything in this Agreement to the limitations contrary, each Investor shall not, and shall not permit any of its Controlled Persons to, enter into any Hedging Transaction that would result in more than 50% of the Voting Power represented by Voting Securities beneficially owned by such Persons in the aggregate being subject to Hedging Transactions (other than Company Securities beneficially owned by such Person solely as a result of clause (ii)(a) or (ii)(c) of the proviso in the definition of “beneficial ownership”). Except for Hedging Transactions or Financing Transactions, none of the Investors or any of their respective Controlled Persons shall enter into any loan, borrowing, hedging or other similar arrangement with respect to any Company Securities in which such Investor or any of its Controlled Persons has beneficial ownership. (c) Other than as set forth in Section 4.04(b) of the Voting and Standstill this Agreement and or Section 4.01(a) of this the Investor Rights Agreement, no provision of this Agreement shall prohibit any Person from entering into, performing or settling Hedging Transactions or Financing Transactions in relation to any Company Securities, or granting liens and other security interests in connection therewith, from exercising remedies thereunder, or from permitting a Hedging Counterparty to rehypothecate Company Securities in connection with a Hedging Transaction Transaction, nor shall any of the foregoing described in this Section 4.09(b4.04(c) be deemed, in and of itself, a violation of this Agreement.

Appears in 2 contracts

Samples: Voting and Standstill Agreement (Screaming Eagle Acquisition Corp.), Voting and Standstill Agreement (Lions Gate Entertainment Corp /Cn/)

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Inapplicable to Certain Persons and Transactions. (a) No provision of this Agreement shall be binding on any Person solely because such Person is: (i) a Hedging Counterparty; (ii) a holder of Company Securities as a result of the rehypothecation of Company Securities by a Hedging Counterparty or Financing Counterparty; (iii) a transferee of Company Securities pursuant to settlement under, or pursuant to default rights or the exercise of remedies by a Hedging Counterparty or Financing Counterparty in connection with, any Hedging Transaction or Financing Transaction; or (iv) an Investor Designee receiving Company Securities as compensation in connection with his or her service as a director of the Board; provided that such Company Securities shall be included in any calculation of beneficial ownership in accordance with the terms of this Agreement. (b) Subject to the limitations set forth in Section 4.04(b) of the Voting and Standstill Agreement and Section 4.01(a) of this Agreement, no provision of this Agreement shall prohibit any Person from entering into, performing or settling Hedging Transactions or Financing Transactions in relation to any Company Securities, or granting liens and other security interests in connection therewith, from exercising remedies thereunder, or from permitting a Hedging Counterparty to rehypothecate Company Securities in connection with a Hedging Transaction nor shall any of the foregoing described in this Section 4.09(b) be deemed, in and of itself, a violation of this Agreement.

Appears in 1 contract

Samples: Investor Rights Agreement (Lionsgate Studios Corp.)

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