Common use of Ownership Threshold Clause in Contracts

Ownership Threshold. Neither any Investor nor the Company shall take any action that could reasonably be expected to result in the Parent, the Investors or any of their respective Affiliates, acting alone or as part of a Group, directly or indirectly, either (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity; provided that if the Investors (collectively) do come (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity (the number of securities in excess of either or both of such five percent (5%) and twenty-three and one-half percent (23.5%) levels, the “Excess Shares Amount”), (a) the Parent and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceeded, the Company and the Investors shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors so that the Investors (collectively) will no longer (i) Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity.

Ownership Threshold. Neither any Investor nor the Company shall take any action that could reasonably be expected to result in the Parent, the Investors or any of their respective Affiliates, acting alone or as part of a Group, directly or indirectly, either (i) to Beneficially Own more than five percent (5%) of the Company Common Stock Shares or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock Shares or other Voting Securities (excluding Company Convertible Series D Preferred Stock Shares and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity; provided that if the Investors (collectively) do come (i) to Beneficially Own more than five percent (5%) of the Company Common Stock Shares or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock Shares or other Voting Securities (excluding Company Convertible Series D Preferred Stock Shares and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity (the number of securities in excess of either or both of such five percent (5%) and twenty-three and one-half percent (23.5%) levels, the “Excess Shares Amount”), (a) the Parent and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceeded, the Company and the Investors shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors so that the Investors (collectively) will no longer (i) Beneficially Own more than five percent (5%) of the Company Common Stock Shares or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock Shares or other Voting Securities (excluding Company Convertible Series D Preferred Stock Shares and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity.

Ownership Threshold. Neither any Investor nor the Company shall take any action that could reasonably be expected to result in the ParentStockholder, the Investors or any of their respective Affiliates, acting alone or as part of a Group, directly or indirectly, either (i) to Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting SecuritiesShares, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equityShares; provided that if the Stockholder, the Investors or any of their respective Affiliates (collectively) do come (i) to Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting SecuritiesShares, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock Shares or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity (the number of securities in excess of either or both of such five nine and nine-tenths percent (5%) and twenty-three and one-half percent (23.59.9%) levels, the “Excess Shares Amount”), (a) the Parent Stockholder and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, so long as the Transferee of such Equity Securities, if it is not a Permitted Transferee that has already executed a joinder as provided in Section 2.1(d), executes a written instrument, in form and substance reasonably acceptable to the Company, in which such Transferee agrees not to Transfer such Equity Securities until the Restricted Period Termination Date, and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceededexceeded (other than share repurchases conducted by the Company in the ordinary course of business consistent with past practice), the Company and the Investors shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors so that the Investors (collectively) will no longer (i) Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting SecuritiesShares, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities Shares (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity).

Ownership Threshold. Neither AIG nor any other Investor nor shall acquire Beneficial Ownership of additional Common Shares and the Company shall not take or permit any action action, in each case, that could reasonably be expected to result in the ParentAIG, the Investors or any of their respective Affiliates, acting alone or as part of a Group, Group and directly or indirectly, either (i) to Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equityShares; provided that if AIG, the Investors or any of their respective Affiliates (collectively) do come (i) to Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity Shares (the number of securities in excess of either or both of such five nine and nine-tenths percent (5%) and twenty-three and one-half percent (23.59.9%) levels, the “Excess Shares Amount”), (a) the Parent AIG and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, so long as the Transferee of such Equity Securities, if it is not a Permitted Transferee that has already executed a joinder as provided in Section 2.1(d), executes a written instrument, in form and substance reasonably acceptable to the Company, in which such Transferee agrees to comply with the restrictions on Transfer set forth in Section 2.1 and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceededexceeded (other than share repurchases conducted by the Company in the ordinary course of business consistent with past practice), the Company and the Investors applicable Investor shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors such Investor so that the Investors such Investor and its Affiliates (collectively) will no longer (i) Beneficially Own more than five nine and nine-tenths percent (59.9%) or more of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equityShares.