Common use of Prohibition on Acquisition, Transfer, etc Clause in Contracts

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10), each Party represents, covenants and agrees that during the Exclusivity Period (i) it will not, and it will cause its Affiliates not, Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, unless such Transfer (x) is a Permitted Transfer, or (y) has been previously approved in writing by the Majority Initial Consortium Members; (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to the date hereof (the “Existing Derivative Transaction”), and will not enter into any Derivative Transaction after the date hereof without prior written consent of the Majority Initial Consortium Members.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)the Support Agreement, each Party represents, covenants and agrees that during the Exclusivity Period Period, (i) it such Party will not, and it such Party will cause its or his Affiliates notnot to, (A) Transfer any of its or his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any additional Company Securities, in each case unless such Transfer or acquisition, (x) is a Permitted Transfer, or (y) is contemplated under the SPAs, or (z) has been previously approved in writing in advance by the Majority Initial Consortium Members; , and (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has he does not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to Parfield Existing Lien and the date hereof (the “Centurium Existing Derivative Transaction”)Lien, and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction after without the date hereof without prior written consent of the Majority Initial Consortium Members.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)the A&R Consortium Agreement, each Party Rollover Securityholder represents, covenants and agrees that during from and after the Exclusivity Period date hereof until the Expiration Time, (i) it or he will not, and it or he will cause its or his Affiliates notnot to, (A) Transfer any of its or his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any additional Company Securities, in each case, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) is contemplated under the SPAs, or (z) has been previously approved in writing in advance by the Majority Initial Consortium Members; (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership in the case of any Additional Company Securitiesclause (B), except upon grant the exercise, vesting or settlement of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be Equity Awards granted by the Company under the Company Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iiiii) it has not, directly or indirectly, through he does not have any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), ) except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to the date hereof (the “Parfield Existing Derivative Transaction”)Lien and Centurium Existing Lien, and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction after without the date hereof without prior written consent of the Majority Initial Consortium Members.