Common use of Permitted Actions Clause in Contracts

Permitted Actions. The restrictions set forth in Section 4.2 shall not apply if any of the following occurs (provided, that, in the event any matter described in any of clauses (a) through (c) of this Section 4.3 has occurred and resulted in the restrictions imposed under Section 4.2 ceasing to apply to the Investor Party, then, in the event the transaction related to such matter has not occurred within twelve (12) months of the date on which the Investor Party was released from such restrictions, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 shall thereafter resume and continue to apply in accordance with their terms): (a) in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, Beneficial Ownership) Voting Securities of the resulting corporation having 50% or less of the Total Voting Power; (b) in the event that a tender offer or exchange offer for at least 50.1% of the Capital Stock of the Company is commenced by a third person (and not involving any breach, by such Investor Party Group, of Section 4.2) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Directors recommend that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offer; or (c) the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal (without similarly inviting such Investor Party to make a similar proposal) with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Investor Party, or the Company makes a public announcement that it is seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent to the making of such joint competing proposal.

Permitted Actions. (a) The restrictions set forth in Section 4.2 Sections 3.1(a)-(h) shall not apply if any of the following occurs (provided, that, in the provided that if any event any matter described in any of clauses (a) through (c) of this Section 4.3 has occurred and resulted in 3.2 occurs and, during the restrictions imposed under Section 4.2 ceasing to apply to the Investor Partyfollowing 12 months, then, in the event the transaction related to such matter has not occurred within twelve (12) months none of the date on which the Investor Party was released from such restrictionstransactions described below has been consummated, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 Sections 3.1 shall thereafter resume and continue to apply in accordance with their terms): (ai) in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, Beneficial Ownership) Voting Securities securities of the resulting corporation having 50% or less of the Total than Majority Voting Power; (bii) in the event that a tender offer or exchange offer for at least 50.1% of the Capital Stock of the Company is commenced by a third person (and not involving any breach, by such Investor Party Group, breach of Section 4.23.1) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Board of Directors recommend recommends that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offerlaws; or (ciii) in the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal (without similarly inviting such Investor Party to make a similar proposal) with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Investor Party, or event that the Company makes a any public announcement indicating that it is actively seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or. (b) Nothing in Section 3.1and this Section 3.2 shall (x) prohibit any individual who is serving as a Director, solely in his or her capacity as a Director, from (A) exercising his or her fiduciary duties, (B) taking any action or making any statement at any meeting of the Board of Directors or of any committee thereof or (C) making any statement or disclosure required under federal securities Laws or other applicable Law or (y) restrict any disclosure or statements required to be made by any Investor under applicable Law. (c) Affiliates of Apax not engaged in the private equity business (“Non-Investor Affiliates”) shall not be considered “Affiliates” for purposes of Sections 3.1 so long as (i) any of the actions taken by them as to which Section 3.1 might otherwise apply are not taken at the direction of any officer, partner or general partner of Apax or any of its Affiliates (other than Non-Investor Affiliates) or any officer or general partner of Apax and (ii) if confidential information regarding the Company is not made available to such Non-Investor Affiliates by Apax directly or indirectly. (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties Sections 3.1 and 3.3 shall not in apply to any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent transaction pursuant to the making of such joint competing proposalAncillary Agreements or the Purchase Agreement.

Permitted Actions. (a) The restrictions set forth in Section 4.2 3.2 shall terminate upon the date the Company delivers written notice to the Investor during the Annual Termination Window for 2016 that the Company and the Board of Directors, including the Nominating and Corporate Governance Committee, have determined not to include each Investor Designee designated in accordance with Section 2.1(b) in management's slate of nominees for election as a Director at the 2016 Election Meeting. (b) The restrictions set forth in Section 3.2 shall not apply if any of the following occurs (provided, that, in the event any matter described in any of clauses (ai) through (ciii) of this Section 4.3 3.3(b) has occurred and resulted in the restrictions imposed under Section 4.2 3.2 ceasing to apply to the Investor PartyInvestor, then, in the event the transaction related to such matter has not occurred within twelve (12) months of the date on which the Investor Party was released from such restrictions, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 3.2 shall thereafter resume and continue to apply in accordance with their terms): (ai) in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, Beneficial Ownership) Voting Securities of the resulting corporation having 50% or less of the Total than Majority Voting Power; (bii) in the event that a tender offer or exchange offer for at least 50.1% of the Capital Stock of the Company is commenced by a third person (and not involving any breach, by such Investor Party Group, breach of Section 4.23.2) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Board of Directors recommend recommends that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offer; or (c) the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal (without similarly inviting such Investor Party to make a similar proposal) with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Investor Party, or the Company makes a public announcement that it is seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent to the making of such joint competing proposal.

Permitted Actions. (a) The restrictions set forth in Section 4.2 3.01(a)−Section 3.01(e) shall not apply cease to have effect if any of the following occurs (provided, that, in the that if any event any matter described in any of clauses (a) through (c) of this Section 4.3 has occurred and resulted in 3.02 occurs and, during the restrictions imposed under Section 4.2 ceasing to apply to the Investor Partyfollowing 12 months, then, in the event the transaction related to such matter has not occurred within twelve (12) months none of the date on which the Investor Party was released from such restrictionstransactions described below has been consummated, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 3.01 shall thereafter resume and continue to apply in accordance with their terms): (ai) in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company immediately prior to the consummation of such transaction would not own (including, but not limited to, including Beneficial Ownership) Voting Securities more than fifty percent (50%) of the resulting corporation having 50% or less aggregate voting rights of the Total Voting Powersurviving entity; (bii) in the event that a tender offer or exchange offer for at least 50.1more than 50% of the Capital Common Stock of the Company is commenced by a third person any Person (and not involving any breach, by such Investor Party Group, breach of Section 4.23.01) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Board of Directors recommend recommends that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offerLaws; or (ciii) in the event that the Company solicits from one or more Persons or enters into discussions with one or more Persons regardingmakes any public announcement indicating that it is actively pursuing a Change of Control, a proposal (without similarly inviting and such Investor Party to make a similar proposal) with respect announcement is not disavowed by the Company pursuant to a merger ofpublic announcement made within two Business Days of such first announcement. (b) Notwithstanding the foregoing, this Section 3.02 shall not restrict or otherwise apply to the activities of any Investor Designee in such Person’s capacity as a business combination transaction involving, director of the Company, acting in each case without similarly soliciting a proposal from the Investor Party, or good faith and in satisfaction of such Person’s duties to the Company makes a public announcement that it is seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent to the making of such joint competing proposalcapacity.

Permitted Actions. The restrictions set forth in Section 4.2 5.1 and Section 5.2 shall not apply to the Stockholder if any of the following occurs (provided, that, in the event any matter described in any of clauses (a) through (c) of this Section 4.3 5.3 has occurred and resulted in the restrictions imposed under Section 4.2 5.1 or Section 5.2 ceasing to apply to the Investor PartyStockholder, then, in the event the transaction related to such matter has not occurred within twelve six (126) months of the date on which the Investor Party Stockholder was released from such restrictions, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 5.1 and Section 5.2 shall thereafter resume and continue to apply in accordance with their terms): (a) in the event that the Company enters into a definitive agreement for with respect to, a merger, consolidation consolidation, business combination, tender or other business combination transaction exchange offer, recapitalization, restructuring, sale, equity issuance, or otherwise (i) involving the sale to an unaffiliated third party of all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole, on a consolidated basis or (ii) that would, if consummated, result of which in the stockholders of the Company would own (includingimmediately prior to the consummation of such transaction, but not limited to, Beneficial Ownership) Voting Securities owning less than 50% of the resulting corporation having 50% or less total outstanding voting power of the Total Voting Powervoting securities of the Company or the surviving company (or any direct or indirect parent entity thereof) in such transaction; (b) in the event that a tender offer or exchange offer for at least 50.1an amount of Capital Stock that represents more than 50% of the Capital Stock total voting power of the outstanding voting securities of the Company is commenced by a third person Person (and not involving any breach, by such Investor Party Groupthe Stockholder, of Section 4.25.2) which tender offer or exchange offer, if consummated, would result in a Company Change of ControlControl of the Company, and either (1) the Unaffiliated Directors recommend Board recommends (by majority vote) that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors Board later publicly recommend recommends (by majority vote) that the stockholders of the Company tender their shares in response to such offer; or (c) the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal (without similarly inviting such Investor Party to make a similar proposal) with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Investor Party, or the Company makes a public announcement that is approved by the Board (by majority vote) that it is seeking intends to sell itself and, in such event, such announcement is made with the approval consummate a Change of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%Control transaction; provided, however, that the Investor Parties Stockholder and the Third Party Stockholder shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b5.3(b) applies and (y) a majority of the Unaffiliated Non-Affiliated Directors have provided their prior written consent to the cooperation in anticipation of, and the making of of, such joint competing proposal.

Permitted Actions. (a) The restrictions set forth in Section 4.2 3.2 shall terminate upon the date the Company delivers written notice to the Investor during the Annual Termination Window for 2016 that the Company and the Board of Directors, including the Nominating and Corporate Governance Committee, have determined not to include each Investor Designee designated in accordance with Section 2.1(b) in management's slate of nominees for election as a Director at the 2016 Election Meeting. (b) The restrictions set forth in Section 3.2 shall not apply if any of the following occurs (provided, that, in the event any matter described in any of clauses (ai) through (ciii) of this Section 4.3 3.3(b) has occurred and resulted in the restrictions imposed under Section 4.2 3.2 ceasing to apply to the Investor PartyInvestor, then, in the event the transaction related to such matter has not occurred within twelve (12) months of the date on which the Investor Party was released from such restrictions, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 3.2 shall thereafter resume and continue to apply in accordance with their terms): (a) i. in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, Beneficial Ownership) Voting Securities of the resulting corporation having 50% or less of the Total than Majority Voting Power; (b) ii. in the event that a tender offer or exchange offer for at least 50.1% of the Capital Stock of the Company is commenced by a third person (and not involving any breach, by such Investor Party Group, breach of Section 4.23.2) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Board of Directors recommend recommends that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offer; or (c) the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal (without similarly inviting such Investor Party to make a similar proposal) with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Investor Party, or the Company makes a public announcement that it is seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent to the making of such joint competing proposal.

Permitted Actions. (a) The restrictions set forth in Section 4.2 3.01(a)–Section 3.01(e) shall not apply cease to have effect if any of the following occurs (provided, that, in the that if any event any matter described in any of clauses (a) through (c) of this Section 4.3 has occurred and resulted in 3.02 occurs and, during the restrictions imposed under Section 4.2 ceasing to apply to the Investor Partyfollowing 12 months, then, in the event the transaction related to such matter has not occurred within twelve (12) months none of the date on which the Investor Party was released from such restrictionstransactions described below has been consummated, then so long as such transaction is not being actively pursued at such time, the restrictions set forth in Section 4.2 3.01 shall thereafter resume and continue to apply in accordance with their terms): (ai) in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company immediately prior to the consummation of such transaction would not own (including, but not limited to, including Beneficial Ownership) Voting Securities more than fifty percent (50%) of the resulting corporation having 50% or less aggregate voting rights of the Total Voting Powersurviving entity; (bii) in the event that a tender offer or exchange offer for at least 50.1more than 50% of the Capital Common Stock of the Company is commenced by a third person any Person (and not involving any breach, by such Investor Party Group, breach of Section 4.23.01) which tender offer or exchange offer, if consummated, would result in a Company Change of Control, and either (1) the Unaffiliated Board of Directors recommend recommends that the stockholders of the Company tender their shares in response to such offer or does not recommend against the tender offer or exchange offer within ten (10) Business Days after the commencement thereof or such longer period as shall then be permitted under U.S. federal securities laws or (2) the Unaffiliated Directors later publicly recommend that the stockholders of the Company tender their shares in response to such offerLaws; or (ciii) in the event that the Company solicits from one or more Persons or enters into discussions with one or more Persons regardingmakes any public announcement indicating that it is actively pursuing a Change of Control, a proposal (without similarly inviting and such Investor Party to make a similar proposal) with respect announcement is not disavowed by the Company pursuant to a merger ofpublic announcement made within two Business Days of such first announcement. (b) Notwithstanding the foregoing, this Section 3.02 shall not restrict or otherwise apply to the activities of any Investor Designee in such Person’s capacity as a business combination transaction involving, director of the Company, acting in each case without similarly soliciting a proposal from the Investor Party, or good faith and in satisfaction of such Person’s duties to the Company makes a public announcement that it is seeking to sell itself and, in such event, such announcement is made with the approval of its Board of Directors; or (d) the Investor Party’s Equity Interest is equal to or less than 5%; provided, however, that the Investor Parties shall not in any event be permitted to jointly make a competing proposal unless (x) Section 4.3(b) applies and (y) the Unaffiliated Directors consent to the making of such joint competing proposalcapacity.