Common use of Limitation on Share Acquisition and Ownership Clause in Contracts

Limitation on Share Acquisition and Ownership. From and after the date of this Agreement, unless an exemption or waiver is otherwise approved in advance in writing by a majority of the Non-Affiliated Directors, the Stockholder shall not, and shall cause its Affiliates and its and their respective Representatives acting on their behalf not to, until the first date as of which, both (i) the Stockholder and Stockholder Affiliates beneficially own, in the aggregate, less than five percent (5%) of the then-outstanding shares of Common Stock and (ii) there are no Investor Nominees serving on the Board (such first date, the “Fallaway Date”), directly or indirectly, acquire (through beneficial ownership or otherwise) any Capital Stock or other securities issued by the Company or any subsidiary thereof that derives its value from or has voting rights in respect of (in whole or in part) any Capital Stock of the Company or any subsidiary thereof, or any rights, options or other derivative securities or contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing); provided, however, that notwithstanding the foregoing, (i) the foregoing shall not restrict the issuance of Common Stock to the Stockholder and its Affiliates pursuant to the Merger Agreement and (ii) from and after the Effective Time (after giving effect to the issuance of Common Stock to the Stockholder and its Affiliates pursuant to the Merger Agreement), the Stockholder may, directly or indirectly, acquire Common Stock if, after giving effect to such acquisition, the Stockholder’s and Stockholder Affiliates’ beneficial ownership of then-outstanding shares of Common Stock, in the aggregate, does not exceed the Cap; provided, further, that this Section 5.1 shall not apply with respect to acquisitions by the Stockholder or Stockholder Affiliates from the Company pursuant to Article IV.

Limitation on Share Acquisition and Ownership. From and after the date of this Agreement, unless an exemption or waiver is otherwise approved in advance in writing by a majority of the Non-Affiliated DirectorsBoard, the Stockholder Shareholder shall not, and shall cause its Affiliates not to and shall direct its and their respective Representatives acting on their behalf not to, until the first date as of which, both (ithe “Standstill Fall-Away Date”) that the Stockholder Shareholder and Stockholder Shareholder Affiliates collectively beneficially own, in the aggregate, less than five seven percent (57%) of the then-outstanding shares of Common Stock and Shares (ii) there are no Investor Nominees serving on as adjusted for unit splits, reverse unit splits, dividends, combinations or the Board (such first date, the “Fallaway Date”like), directly or indirectly, acquire (through beneficial ownership or otherwise) any Capital Stock or other securities issued by the Company or any subsidiary Subsidiary thereof that derives its value from or has voting rights in respect of (in whole or in part) any Capital Stock of the Company or any subsidiary Subsidiary thereof, or any rights, options or other derivative securities or contracts Contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing); provided, however, that notwithstanding the foregoing, (ia) the foregoing shall not restrict the issuance of Common Stock Shares to the Stockholder Sellers and its their Affiliates pursuant to the Merger Business Combination Agreement and (iib) from and after the Effective Time Closing (after giving effect to the issuance of Common Stock Shares to the Stockholder Shareholder and its Affiliates pursuant to the Merger Business Combination Agreement), the Stockholder Shareholder may, directly or indirectly, acquire Common Stock if(i) an additional number of Shares up to nineteen point nine percent (19.9%) of all Shares then outstanding (when aggregating the Shares held by the Shareholder and its Affiliates), after giving subject to reasonable prior consultation with the Company and subject to coordinating, as reasonably requested by the Company, with any Company Share-buyback programs then currently in effect and (ii) without application of the foregoing clause (i), with the prior written consent of the Board (such consent to be provided or not in the Board’s sole discretion and subject to such acquisitionconditions as the Board may apply to such consent), additional Shares so long as, in each case, (x) such additional Shares acquired from and after Closing pursuant to clauses (i) and (ii) remain subject to the restrictions set forth in this Agreement before the Voting Fall-Away Date and (y) both before and after the Voting Fall-Away Date, the Stockholder’s Shareholder and Stockholder Affiliates’ beneficial ownership its Affiliates vote such number of then-Shares in excess of [ ● ] percent ([●]%)1 of all Shares then issued and outstanding shares of Common Stock, in (when aggregating the aggregate, does not exceed the Cap; provided, further, that this Section 5.1 shall not apply with respect to acquisitions Shares held by the Stockholder or Stockholder Affiliates Shareholder and its Affiliates, but excluding any Shares acquired from the Company and after Closing pursuant to Article IVclause (ii)) that are not subject to voting restrictions as a condition of the Board consent provided pursuant thereto ratably with the general shareholder base (excluding such Shareholder and its Affiliates).

Limitation on Share Acquisition and Ownership. From and after the date of this Agreement, unless an exemption or waiver is otherwise approved in advance in writing by a majority of the Non-Affiliated DirectorsBoard, Shareholder shall cause the Stockholder shall not, CPPIB Restricted Party not to and shall cause its Affiliates and direct its and their respective Representatives acting on their behalf not to, until the first date as of which, both (ithe “Standstill Fall-Away Date”) that the Stockholder Shareholder and Stockholder Affiliates the CPPIB Restricted Party collectively beneficially own, in the aggregate, less than five seven percent (57%) of the then-outstanding shares of Common Stock and Shares (ii) there are no Investor Nominees serving on as adjusted for unit splits, reverse unit splits, dividends, combinations or the Board (such first date, the “Fallaway Date”like), directly or indirectly, acquire (through beneficial ownership or otherwise) any Capital Stock or other securities issued by the Company or any subsidiary Subsidiary thereof that derives its value from or has voting rights in respect of (in whole or in part) any Capital Stock of the Company or any subsidiary Subsidiary thereof, or any rights, options or other derivative securities or contracts Contracts or instruments to acquire such ownership that derives its value (in whole or in part) from such securities (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing); provided, however, that notwithstanding the foregoing, (ia) the foregoing shall not restrict the issuance of Common Stock Shares to the Stockholder Sellers and its their Affiliates pursuant to the Merger Business Combination Agreement and (iib) from and after the Effective Time Closing (after giving effect to the issuance of Common Stock Shares to the Stockholder Shareholder and its Affiliates pursuant to the Merger Business Combination Agreement), the Stockholder CPPIB Restricted Party may, directly or indirectly, acquire Common Stock if(i) an additional number of Shares up to nineteen point nine percent (19.9%) of all Shares then outstanding (when aggregating the Shares held by the Shareholder and the CPPIB Restricted Party), after giving subject to reasonable prior consultation with the Company and subject to coordinating, as reasonably requested by the Company, with any Company Share-buyback programs then currently in effect and (ii) without application of the foregoing clause (i), with the prior written consent of the Board (such consent to be provided or not in the Board’s sole discretion and subject to such acquisitionconditions as the Board may apply to such consent), additional Shares so long as, in each case, (x) such additional Shares acquired from and after Closing pursuant to clauses (i) and (ii) remain subject to the restrictions set forth in this Agreement before the Voting Fall-Away Date and (y) both before and after the Voting Fall-Away Date, the Stockholder’s Shareholder and Stockholder Affiliates’ beneficial ownership the CPPIB Restricted Party vote such number of then-Shares in excess of [ · ] percent ([·]%)1 of all Shares then issued and outstanding shares of Common Stock, in (when aggregating the aggregate, does not exceed the Cap; provided, further, that this Section 5.1 shall not apply with respect to acquisitions Shares held by the Stockholder or Stockholder Affiliates Shareholder and the CPPIB Restricted Party, but excluding any Shares acquired from the Company and after Closing pursuant to Article IVclause (ii)) that are not subject to voting restrictions as a condition of the Board consent provided pursuant thereto ratably with the general shareholder base (excluding such Shareholder and the CPPIB Restricted Party).