Common use of Ownership of Company Securities Clause in Contracts

Ownership of Company Securities. Prior to the Effective Time, except as expressly contemplated by the Rollover Agreements or the Support Agreements entered into on the date hereof (copies of which have been provided to the Company), any Company RSU Rollover Agreement, Company RSU Rollover Agreement or Company Stock Option Rollover Agreement, in each case, entered into on the date hereof (copies of which have been provided to the Company) or, following the date of this Agreement, the Additional Rollover Agreements pursuant to Parent’s and its Affiliates’ compliance with Section 5.24, Topco and Parent shall not, and shall cause each of their respective Subsidiaries to not, without the prior written consent of the Company, acquire (directly or indirectly, beneficially or of record) any Company Common Stock, or any securities, contracts or obligations convertible into or exercisable or exchangeable for shares of Company Common Stock. Without the prior written consent of the Company, none of Topco, Parent, Merger Sub or their respective Affiliates shall hold any rights to acquire any Company Common Stock except pursuant to this Agreement or expressly contemplated by the Rollover Agreements or Support Agreements entered into on the date hereof (copies of which have been provided to the Company), any Company RSU Rollover Agreement, Company RSU Rollover Agreement or Company Stock Option Rollover Agreement, in each case, entered into on the date hereof (copies of which have been provided to the Company) or, following the date of this Agreement, the Additional Rollover Agreements pursuant to Section 5.24. Notwithstanding anything to the contrary contained herein, the prohibitions set forth in this Section 5.13 shall not apply to any investment in any securities of the Company by or on behalf of any pension or employee benefit plan or trust, including (a) any direct or indirect interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amended, or (b) interests in securities comprising part of a mutual fund or broad based, publicly traded market basket, or index of stocks approved for such a plan or trust in which such plan or trust invests and, in all cases, over which Topco, Parent, Merger Sub or their respective Subsidiaries exercise no investment discretion and provided such beneficial ownership does not result in an obligation by Topco, Parent, Merger Sub or their respective Subsidiaries to file or amend a Schedule 13D pursuant to the Exchange Act.

Ownership of Company Securities. Prior The Shareholder is the record owner of the Company Shares to be contributed to the Effective TimePurchaser pursuant to Article III hereof, except free and clear of any and all Liens, which Company Shares represent all of the outstanding securities of the Company. The Shareholder holds such Company Shares as expressly contemplated trustee for the BMYG OMG Unit Trust (the “BMYG Unit Trust”), and the Shareholder has the full power and authority to sell, transfer, assign and deliver such Company Shares as provided in this Agreement, and such delivery will vest in the Purchaser good and valid title to such Company Shares, free and clear of any and all Liens. None of the beneficial owners of the BMYG Unit Trust is (i) a “bad actor,” as defined in the rules and regulations adopted by the Rollover Agreements or the Support Agreements entered into on the date hereof Securities and Exchange Commission (copies of which have been provided to the Company“SEC”), any Company RSU Rollover Agreementor (ii) a citizen of a country, Company RSU Rollover Agreement against which the United States is currently imposing sanctions on such country’s citizens generally, as disclosed by the Office of Foreign Assets Control, or Company Stock Option Rollover Agreement(iii) either an officer or director of OMG or a proposed officer or director of the Purchaser, as disclosed in each casethe Registration Statement of the Purchaser that has been filed with the SEC, entered into on the date hereof (copies of which have been provided to the Company) or, following the date of other than Jxxxxx Xxx and Exxx Xxx. Except for this Agreement, the Additional Rollover Agreements pursuant Shareholder is not a party to Parent’s and its Affiliates’ compliance any Contract with Section 5.24, Topco and Parent shall not, and shall cause each of their respective Subsidiaries to not, without the prior written consent of the Company, acquire (directly or indirectly, beneficially or of record) any Company Common Stock, or any securities, contracts or obligations convertible into or exercisable or exchangeable for shares of Company Common Stock. Without the prior written consent of the Company, none of Topco, Parent, Merger Sub or their respective Affiliates shall hold any rights to acquire any Company Common Stock except pursuant to this Agreement or expressly contemplated by the Rollover Agreements or Support Agreements entered into on the date hereof (copies of which have been provided respect to the Company)voting, any Company RSU Rollover Agreementredemption, Company RSU Rollover Agreement sale, transfer or Company Stock Option Rollover Agreement, in each case, entered into on the date hereof (copies of which have been provided to the Company) or, following the date of this Agreement, the Additional Rollover Agreements pursuant to Section 5.24. Notwithstanding anything to the contrary contained herein, the prohibitions set forth in this Section 5.13 shall not apply to any investment in any securities other disposition of the Company by or on behalf of any pension or employee benefit plan or trustShares that may restrict, including (a) any direct or indirect interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amendedlimit, or hinder in any way Purchaser’s ability to deliver the Company Shares to Purchaser as required by this Agreement.” (be) interests Section 10.3(f) of the Agreement is hereby amended and restated in securities comprising part its entirety to read as follows: The Predecessor shall have become listed on Nasdaq, subject to the consummation of a mutual fund or broad basedthe Closing, publicly traded market basketand the additional listing application for the Exchange Consideration shall have been approved by Nasdaq. As of the Closing Date, neither Predecessor nor Purchaser shall have received any written notice from Nasdaq that Purchaser has failed, or index would reasonably be expected to fail, to meet the Nasdaq listing requirements as of stocks the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied or satisfied. The additional listing application for the Purchaser Party Exchange Consideration shall have been approved for such a plan or trust by Nasdaq. (f) Section 11.1 of the Agreement is hereby amended and restated in which such plan or trust invests and, in all cases, over which Topco, Parent, Merger Sub or their respective Subsidiaries exercise no investment discretion and provided such beneficial ownership does not result in an obligation by Topco, Parent, Merger Sub or their respective Subsidiaries its entirety to file or amend a Schedule 13D pursuant to the Exchange Act.read as follows: