Common use of Limitation on Share Ownership Clause in Contracts

Limitation on Share Ownership. From the Effective Date until the third anniversary of the Effective Date (the “Standstill Period”), the Block Sale Transferee and its Affiliates shall not acquire Beneficial Ownership of any Equity Securities that would cause the Block Sale Transferee, its Affiliates or any group of which any of them are a part to Beneficially Own in the aggregate more than thirty percent (30%) of the Total Equity Securities (subject to adjustment pursuant to this Section 2.1, the “Ownership Limitation”); provided, however, that the Block Sale Transferee shall not be in breach of the Ownership Limitation to the extent that its Beneficial Ownership of Equity Securities exceeds the Ownership Limitation as a result of (x) a reduction in the number of Total Equity Securities (whether due to a redemption, share buyback, reverse stock split or similar transaction effected by the Company or any of its Subsidiaries), (y) a distribution that was made by the Company pursuant to a Rights Offering or a distribution that was made generally to holders of Company Common Shares (or other equity securities of the Company) as a result of their ownership of Company Common Shares (or other equity securities of the Company) including, without limitation, pursuant to a shareholder rights plan or similar plan or agreement, or (z) the acquisition by the Block Sale Transferee or its Affiliates of any Company Common Shares (or other equity securities of the Company) as a result of the exercise (or exchange) of any rights (1) distributed to the Block Sale Transferee or its Affiliates by the Company pursuant to clause (y) above and (2) acquired, directly or indirectly, by the Block Sale Transferee or its Affiliates from third parties (“Third Party Rights”), subject, as to the exercise (or exchange) of the Third Party Rights, to the following limitations: (A) in the event that the Company or any of its Subsidiaries enters into an agreement with a standby purchaser or underwriter (a “Standby Purchaser”) pursuant to which such Standby Purchaser will purchase and exercise rights or otherwise purchase Company Common Shares (or other equity securities) that would have been issuable upon the exercise of rights which expire unexercised upon the expiration of such offering or distribution (such offering or distribution, an “Underwritten Offering”), then the Block Sale Transferee and its Affiliates will only be permitted to exercise such Third Party Rights to the extent that, assuming the Standby Purchaser exercised rights or acquired shares in accordance with its obligations under such agreement with the Company, such exercise would not result in the Block Sale Transferee and its Affiliates exceeding the Ownership Limitation in effect immediately prior to the commencement of such Rights Offering or other distribution and (B) in the event such offering or distribution is not an Underwritten Offering, or in the event of a separation or distribution of rights pursuant to a shareholder rights plan or similar plan or agreement, the Block Sale Transferee and its Affiliates will not be entitled to exercise (or exchange) Third Party Rights to the extent that after giving effect to the exercise (or exchange) of all rights distributed to the Block Sale Transferee and its Affiliates by the Company, such exercise (or exchange) of Third Party Rights would result in the Block Sale Transferee and its Affiliates having Beneficial Ownership of Equity Securities, determined immediately following the closing of such offering or distribution or (in the case of a shareholder rights plan or similar plan or agreement) at such time as all of the Company’s stockholders electing to exercise rights (excluding any “acquiring person”) have exercised such rights or, if applicable, the Company has exchanged the rights held by all of the Company’s stockholders (other than by the “acquiring person”), in an amount that exceeds the Ownership Limitation in effect immediately prior to the commencement of such offering, distribution or separation, as applicable. In the event that the Block Sale Transferee’s Beneficial Ownership of Equity Securities exceeds the Ownership Limitation as a result of actions referred to in clauses (x) or (z) of this Section 2.1 (or any combination thereof and the Block Sale Transferee is otherwise in compliance with the provisions of this Section 2.1), then the Ownership Limitation shall be deemed increased to that percentage which is equal to the Block Sale Transferee’s Beneficial Ownership of Total Equity Securities immediately following (i) for purposes of clause (x), the event that caused such increase and (ii) for purposes of clause (z), the closing of such Rights Offering or distribution or (in the case of a shareholder rights plan or similar plan or agreement) at such time as all of the Company’s stockholders electing to exercise rights (excluding any “acquiring person”) have exercised such rights or, if applicable, the Company has exchanged the rights held by all of the Company’s stockholders (other than by the “acquiring person”), and thereafter the Block Sale Transferee and its Affiliates shall not acquire any Company Common Shares (or other equity securities of the Company) that would result in it exceeding such adjusted Ownership Limitation except as otherwise permitted by this Section 2.1. The Block Sale Transferee acknowledges and agrees that nothing in this Section 2.1 is intended to limit or restrict the operation of any shareholder rights plan or similar plan or agreement adopted by the Company.

Limitation on Share Ownership. From and after the Effective Date until date hereof, unless the third anniversary Agreement is terminated pursuant to Section 5.1(a) or Section 5.1(d) or an exemption or waiver is otherwise approved by a majority of the Effective Date (the “Standstill Period”)Other Directors, the Block Sale Transferee Investor will not, and will cause each of its controlled Affiliates shall not to, and will use reasonable best efforts to cause its Representatives not to, directly or indirectly, acquire (through Beneficial Ownership of or otherwise) any Equity Voting Securities that would cause the Block Sale Transferee, its Affiliates or any group of which any of them are a part to Beneficially Own in the aggregate more than thirty percent (30%) of the Total Equity Securities (subject to adjustment pursuant to this Section 2.1, the “Ownership Limitation”); provided, however, that the Block Sale Transferee shall not be in breach of the Ownership Limitation to the extent that its Beneficial Ownership of Equity Securities exceeds the Ownership Limitation as a result of (x) a reduction in the number of Total Equity Securities (whether due to a redemption, share buyback, reverse stock split or similar transaction effected other securities issued by the Company or any Subsidiary thereof that derives its value (in whole or in part) from any Voting Security 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 its Subsidiaries)time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) other than (i) the delivery of the Purchased Interests and the receipt of shares of Company Common Stock upon exercise of any Warrants, (yii) the acquisition of shares of Company Common Stock or other securities of the Company as a distribution that was result of any stock splits, stock dividends or other distributions or recapitalizations or similar offerings made available by the Company pursuant or any Subsidiary thereof to a Rights Offering holders of Company Common Stock (or a distribution that was other equity securities of the Company), including rights offerings and distributions made generally to holders of Company Common Shares Stock (or other equity securities of the Company) as a result of their ownership of Company Common Shares Stock (or other equity securities of the Company) including, without limitation, including pursuant to a shareholder rights plan or similar plan or agreement, or (ziii) the acquisition by the Block Sale Transferee or its Affiliates of any shares of Company Common Shares (Stock or other equity securities of the Company) Company as a result of the exercise (or exchange) of any rights (1) distributed to the Block Sale Transferee or its Affiliates by the Company pursuant to clause (yii) above and (2) acquiredabove; provided, directly or indirectly, by the Block Sale Transferee or its Affiliates from third parties (“Third Party Rights”), subject, as to the exercise (or exchange) of the Third Party Rights, to the following limitations: (A) in the event that the Company or any of its Subsidiaries enters into an agreement with a standby purchaser or underwriter (a “Standby Purchaser”) pursuant to which such Standby Purchaser will purchase and exercise rights or otherwise purchase Company Common Shares (or other equity securities) that would have been issuable upon the exercise of rights which expire unexercised upon the expiration of such offering or distribution (such offering or distribution, an “Underwritten Offering”), then the Block Sale Transferee and its Affiliates will only be permitted to exercise such Third Party Rights to the extent that, assuming the Standby Purchaser exercised rights or acquired shares in accordance with its obligations under such agreement with the Company, such exercise would not result results in the Block Sale Transferee and its Affiliates Investor Percentage Interest exceeding the Ownership Limitation in effect immediately prior to the commencement of such Rights Offering or other distribution and (B) in the event such offering or distribution is not an Underwritten Offering, or in the event of a separation or distribution of rights pursuant to a shareholder rights plan or similar plan or agreementCap, the Block Sale Transferee and its Affiliates Investor will not be entitled to exercise vote (or exchangecause the voting of) Third Party Rights any such Voting Securities representing voting power in excess of the Cap until such time and to the extent as the Investor's Ownership Percentage does not exceed the Cap, (iv) the acquisition of shares of Company Common Stock, including rights, options or other derivative securities or contracts or instruments to acquire such ownership that after giving effect to the exercise derive their value (in whole or exchangein part) of all rights distributed to the Block Sale Transferee and its Affiliates by the Company, from such exercise (or exchange) of Third Party Rights securities that would not result in an increase of the Block Sale Transferee and its Affiliates having Beneficial Ownership Investor Percentage Interest in excess of Equity Securitiesthe Cap, determined immediately following the closing of such offering or distribution or (in the case v) any acquisition of shares of Company Common Stock or other securities approved by a shareholder rights plan or similar plan or agreement) at such time as all majority of the Company’s stockholders electing to exercise rights Other Directors (excluding any “acquiring person”) have exercised such rights or, if applicable, the Company has exchanged the rights held by all of the Company’s stockholders (other than by the “acquiring person”), in an amount that exceeds the Ownership Limitation in effect immediately prior to the commencement of such offering, distribution or separation, as applicable. In the event that the Block Sale Transferee’s Beneficial Ownership of Equity Securities exceeds the Ownership Limitation as a result of actions referred to each acquisition listed in clauses (xi) or through (z) of this Section 2.1 (or any combination thereof and the Block Sale Transferee is otherwise in compliance with the provisions of this Section 2.1v), then the Ownership Limitation shall be deemed increased to that percentage which is equal to the Block Sale Transferee’s Beneficial Ownership of Total Equity Securities immediately following (i) for purposes of clause (x), the event that caused such increase and (ii) for purposes of clause (z), the closing of such Rights Offering or distribution or (in the case of a shareholder rights plan or similar plan or agreement) at such time as all of the Company’s stockholders electing to exercise rights (excluding any “acquiring person”) have exercised such rights or, if applicable, the Company has exchanged the rights held by all of the Company’s stockholders (other than by the “acquiring personPermitted Acquisition”), and thereafter the Block Sale Transferee and its Affiliates shall not acquire any Company Common Shares (or other equity securities of the Company) that would result in it exceeding such adjusted Ownership Limitation except as otherwise permitted by this Section 2.1. The Block Sale Transferee acknowledges and agrees that nothing in this Section 2.1 is intended to limit or restrict the operation of any shareholder rights plan or similar plan or agreement adopted by the Company.