Common use of Organizational Documents of EOI Clause in Contracts

Organizational Documents of EOI. Each of the Company and Gazit-Globe shall procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents (in the form as delivered to the Bank pursuant to clause 3.1.1 of the Amending Agreement (the “Current EOI Organizational Documents”)) that restricts any Person “Beneficially Owning” or “Constructively Owning” shares of “Capital Stock” or any exceptions or waivers under such Organizational Documents from any such restrictions (including any change in the definition of the terms “Excepted Holder” and “Excepted Holder Limit”). For this purpose, the terms “Beneficially Owning” and “Constructively Owning” shall have the same meaning respectively ascribed to the terms “Beneficially Own” and “Constructively Own” in the Current EOI Organizational Documents and the terms “Capital Stock”, “Excepted Holder” and “Excepted Holder Limit”, shall have the same meaning respectively ascribed to such terms in the Current EOI Organizational Documents. Each of the Company and Gazit-Globe further undertakes to procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents that in any way would: (a) restrict or prohibit the pledging or transfer upon realization of any of the EOI Pledged Shares or other part of the Collateral; (b) vary or otherwise adversely affect any rights attaching to the EOI Pledged Shares; (c) result in the occurrence of a Default; or (d) adversely affect the value of the Collateral as collateral (such as, without limitation, affecting the ability of the Collateral Agent, the Bank or BLL from exercising any of their rights or remedies with respect to the EOI Pledged Shares as contemplated under the BLL Loan Documents and the BLUSA Loan Documents). Subject to the foregoing, the creation of a new class of equity shares in EOI shall not, in and of itself, be a breach of the foregoing undertaking. Each of the Company and Gazit-Globe further undertakes to notify the Bank: (i) of any proposed resolution of the shareholders of EOI to amend, restate or otherwise adopt, new Organizational Documents of EOI as soon as any notice to EOI’s shareholders in respect of the same is dispatched or otherwise made available to the public; and (ii) of any amendment, restatement or adoption of new Organizational Documents of EOI, immediately upon EOI’s and/or EOI’s shareholders’ approval thereof.

Organizational Documents of EOI. Each of the The Company and Gazit-Globe shall procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents (in the form as delivered to the Bank pursuant to clause 3.1.1 of the Amending Agreement (the “Current EOI Organizational Documents”)) that restricts restrict any Person “Beneficially Owning” or “Constructively Owning” shares of “Capital Stock” or any exceptions or waivers under such Organizational Documents from any such restrictions (including any change in the definition of the terms “Excepted Holder” and “Excepted Holder Limit”). For this purpose, the terms “Beneficially Owning” and “Constructively Owning” shall have the same meaning respectively ascribed to the terms “Beneficially Own” and “Constructively Own” in the Current EOI Organizational Documents and the terms “Capital Stock”, “Excepted Holder” and “Excepted Holder Limit”, shall have the same meaning respectively ascribed to such terms in the Current EOI Organizational Documents. Each of the The Company and Gazit-Globe further undertakes to procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents that in any way would: (a) restrict or prohibit the pledging or transfer upon realization realisation of any of the EOI Pledged Shares or other part of the Collateral; (b) vary or otherwise adversely affect any rights attaching to the EOI Pledged Shares; (c) result in the occurrence of a Default; or (d) adversely affect the value of the Collateral as collateral (such as, without limitation, affecting the ability of the Collateral Agent, the Bank or BLL BLUSA from exercising any of their rights or remedies with respect to the EOI Pledged Shares as contemplated under the BLL Loan [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Documents and the BLUSA US Loan Documents). Subject to the foregoing, the creation of a new class of equity shares in EOI shall not, in and of itself, be a breach of the foregoing undertaking. Each of the The Company and Gazit-Globe further undertakes to notify the Bank: (i) of any proposed resolution of the shareholders of EOI to amend, restate or otherwise adopt, new Organizational Documents of EOI as soon as any notice to EOI’s shareholders in respect of the same is dispatched despatched or otherwise made available to the public; and (ii) of any amendment, restatement or adoption of new Organizational Documents of EOI, immediately upon EOI’s and/or EOI’s shareholders’ approval thereof.

Organizational Documents of EOI. Each of the Company and Gazit-Globe shall procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents (in the form as delivered to the Bank pursuant to clause 3.1.1 of the Amending Agreement (the “Current EOI Organizational Documents”)) that restricts restrict any Person “Beneficially Owning” or “Constructively Owning” shares of “Capital Stock” or any exceptions or waivers under such Organizational Documents from any such restrictions (including any change in the definition of the terms “Excepted Holder” and “Excepted Holder Limit”). For this purpose, the terms “Beneficially Owning” and “Constructively Owning” shall have the same meaning respectively ascribed to the terms “Beneficially Own” and “Constructively Own” in the Current EOI Organizational Documents and the terms “Capital Stock”, “Excepted Holder” and “Excepted Holder Limit”, shall have the same meaning respectively ascribed to such terms in the Current EOI Organizational Documents. Each of the Company and Gazit-Globe further undertakes to procure that no amendment shall be made, directly or indirectly, to any provision of EOI’s Organizational Documents that in any way would: (a) restrict or prohibit the pledging or transfer upon realization of any of the EOI Pledged Shares or other part of the Collateral; (b) vary or otherwise adversely affect any rights attaching to the EOI Pledged Shares; (c) result in the occurrence of a Default; or (d) adversely affect the value of the Collateral as collateral (such as, without limitation, affecting the ability of the Collateral Agent, the Bank or BLL from exercising any of their rights or remedies with respect to the EOI Pledged Shares as contemplated under the BLL Loan Documents and the BLUSA BLL Loan Documents). Subject to the foregoing, the creation of a new class of equity shares in EOI shall not, in and of itself, be a breach of the foregoing undertaking. Each of the Company and Gazit-Globe further undertakes to notify the Bank: (i) of any proposed resolution of the shareholders of EOI to amend, restate or otherwise adopt, new Organizational Documents of EOI as soon as any notice to EOI’s shareholders in respect of the same is dispatched or otherwise made available to the public; and (ii) of any amendment, restatement or adoption of new Organizational Documents of EOI, immediately upon EOI’s and/or EOI’s shareholders’ approval thereof.