Common use of Purchase Restrictions Clause in Contracts

Purchase Restrictions. (a) Other than the purchase of the Shares and the Notes pursuant to the Securities Purchase Agreement, the Purchaser shall not, and shall cause its Affiliates or any Group including the Purchaser or any of its Affiliates not to acquire shares of Class A Common Stock or any other Voting Stock, which when combined with shares of Class A Common Stock and Notes then owned by the Purchaser and its Affiliates would result in the Purchaser Beneficially Owning more than 22% of the shares of the Common Stock then issued and outstanding (the "Standstill Cap"), except for any such purchases by the Purchaser approved by the Board of Directors or otherwise permitted hereunder; provided, however, that (i) if the Company or any Stockholder Transfers to any Person or Group shares of Class A Common Stock such that as a result of such Transfer, such Person or Group would Beneficially Own 22% or more of the shares of Common Stock then issued and outstanding and such Person or Group is subject to an agreement with the Company restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereof, the Standstill Cap will be increased to that maximum percentage of shares of Voting Stock the Beneficial Ownership of which such other Person or Group is permitted to acquire pursuant to such agreement to the extent it exceeds the Standstill Cap and the provisions of this Agreement will be deemed modified so they are no less favorable taken as a whole than those set forth in such agreement with such other Person or Group, or (ii) if the Company or any Stockholder Transfers to any Person or Group shares of Class A Common Stock such that as a result of such Transfer, such Person or Group would Beneficially Own 22% or more of the shares of the Common Stock then issued and outstanding and such Person or Group is not subject to an agreement with the Company restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereof, the Standstill Cap and this Agreement will be terminated automatically without the requirement that any Person takes any additional action.

Purchase Restrictions. (a) Other than the purchase of the Shares and the Notes pursuant to the Securities transactions contemplated by this Agreement and the Other Purchase Agreement, the Purchaser shall not, and shall not cause or permit its Affiliates or any Group (as defined in Section 8.1) including the Purchaser or any of its Affiliates not to to, acquire shares of Class A the Common Stock or any other Voting Stock, which when combined with shares of Class A the Common Stock and Notes then owned by the Purchaser and its Affiliates subsidiaries would result in the Purchaser Beneficially Owning (as defined in Section 8.1) more than 2220% of the shares of the Common Stock then issued and outstanding (the "Standstill CapSTANDSTILL CAP"), except for any such purchases by the Purchaser pursuant to a transaction or series of transactions at prices and on terms approved by the Board of Directors or otherwise permitted hereunderof the Company; providedPROVIDED, howeverHOWEVER, that (i1) if the Company or any the Principal Stockholder Transfers sells to any Person or Group shares of Class A Common Stock such that that, as a result of such Transfer, sale such Person or Group would Beneficially Own 22more than 5% or more of the shares of the Common Stock then issued and outstanding and such Person or Group is subject to an agreement with the Company or the Principal Stockholder restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereofStock, the Standstill Cap will be increased to that maximum percentage of shares of Voting Stock the Beneficial Ownership of which such other Person or Group is permitted to acquire pursuant to such agreement (to the extent it exceeds the Standstill Cap Cap), and the provisions of this Agreement will be deemed modified so they are no less favorable taken as a whole than those set forth in such agreement with such other Person or Group, or (ii2) if the Company or any the Principal Stockholder Transfers sells to any Person or Group a number of shares of Class A Common Stock such that that, to the actual knowledge of the Company or the Principal Stockholder (as applicable) at the time of such sale, as a result of such Transfer, sale such Person or Group would Beneficially Own 22more than 10% or more of the shares of the Common Stock then issued and outstanding and such Person or Group is not subject to an agreement with the Company or the Principal Stockholder (as applicable) restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereofStock, the Standstill Cap and this Agreement will be terminated automatically without terminated; provided, further, that clause (2) of the requirement that foregoing proviso shall not apply with respect to, and the Standstill Cap shall not terminate upon, issuances or sales of Common Stock (A) in connection with acquisitions by the Company of all the outstanding equity securities, or all or substantially all the assets, of a Person in one or more transactions, or (B) to any Person takes any additional actionrequired under Section 13(f) of the Exchange Act to file a Form 13F with respect to the Company or to a Person who, as a result of such Transfer, would become a Form 13F Filer (a "FORM 13F FILER").

Purchase Restrictions. (a) Other than the purchase of the Shares and the Notes pursuant to the Securities Purchase Agreement, the The Purchaser shall not, and shall not cause or permit its Affiliates or any Group including the Purchaser or any of its Affiliates not to to, acquire shares of Class A Common Stock or any other Voting Stockthan the Preferred Conversion Shares, which when combined with shares of Class A Common Stock and Notes then owned beneficially or of record by the Purchaser and its Affiliates or any such Group, after giving effect to the acquisition and each Related Transaction, would result in the Purchaser Beneficially Owning Purchaser, its Affiliates, or any such Group beneficially owning 15% or more than 22% of the shares of the Common Stock then issued and outstanding (the "Standstill Cap")outstanding, except for any that such purchases by restriction shall not be applicable to each of the Purchaser following acquisitions: (1) each acquisition following a Business Combination Transaction that (A) shall have been approved by the Board of Directors of the Company, including a majority of Independent Directors, or otherwise permitted hereunder; providedby two-thirds of the shares of Common Stock voted with respect to the transaction (in which the Purchaser Shares are voted in accordance with the restrictions contained in Section 1.1, howeverif applicable) and (B) would, that if completed on the terms so approved, result in the beneficial ownership by any person or Group (i) if other than and not including the Company Purchaser or an Affiliate of, or any Stockholder Transfers to any Person or Group shares person acting in concert with the Purchaser) of Class A Common Stock such that as a result of such Transfer, such Person or Group would Beneficially Own 2230% or more of the shares of Common Stock then issued and outstanding and such Person or, if all or Group is subject to an agreement with any part of the Company restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereof, the Standstill Cap will shall be increased to that maximum percentage of changed into or exchanged for shares of Voting Stock any class of capital stock or ownership interests of any other person (which class has the Beneficial Ownership right to vote generally for the election of which such other Person or Group is permitted to acquire pursuant to such agreement to the extent it exceeds the Standstill Cap and the provisions of this Agreement will be deemed modified so they are no less favorable taken as a whole than those set forth in such agreement with such other Person or Groupdirectors), or (ii) if the Company or any Stockholder Transfers to any Person or Group shares of Class A Common Stock such that as a result of such Transfer, such Person or Group would Beneficially Own 2230% or more of the shares of such class of capital stock or such ownership interests; and (2) each acquisition following the commencement of a tender or exchange offer made by any person or Group (other than and not including the Purchaser or an Affiliate of, or any person acting in concert with, the Purchaser) to acquire beneficial ownership of 50% or more of the shares of Common Stock then issued and outstanding and such Person outstanding; and (3) each acquisition after any person or Group (other than and not including the Purchaser or an Affiliate of the Purchaser) shall beneficially own 30% or more of the shares of Common Stock then issued and outstanding; (4) each acquisition approved by the Board of Directors of the Company; (5) any acquisition pursuant to the Certificate of Designations pertaining to the Preferred Shares, or any exercise of rights or receipt of a distribution as a holder of Purchaser Shares, and (6) any acquisition by any financial services affiliate of the Purchaser in the ordinary course of its business, including GE Capital Corporation, GE Investment Management, Employers Reinsurance Corporation and their subsidiaries. (b) The Purchaser and its Affiliates shall have no obligation under this Agreement or otherwise to transfer shares of Common Stock, which, when such shares were acquired, after giving effect to such transaction and any Related Transaction, did not, when combined with other shares of Common Stock then owned by the Purchaser and its Affiliates and any Group including the Purchaser or any of its Affiliates, constitute 15% or more of the shares of Common Stock then issued and outstanding. Without limiting the generality of the foregoing, the Purchaser and its Affiliates shall not be required to transfer any shares of Common Stock if the aggregate percentage ownership of the Purchaser and its Affiliates is not subject to an agreement with increased as a result of any action taken by the Company restricting or prohibiting the acquisition its Affiliates including, without limitation, by reverse stock split, reclassification, recapitalization, reorganization, combination, redemption, repurchase or cancellation of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereof, the Standstill Cap and this Agreement will be terminated automatically without the requirement that any Person takes any additional actionor Business Combination Transaction.

Purchase Restrictions. (a) Other than the purchase of the Shares and the Notes pursuant to the Securities transactions contemplated by this Agreement and the Other Purchase Agreement, the Purchaser shall not, and shall not cause or permit its Affiliates or any Group (as defined in Section 8.1) including the Purchaser or any of its Affiliates not to to, acquire shares of Class A the Common Stock or any other Voting Stock, which when combined with shares of Class A the Common Stock and Notes then owned by the Purchaser and its Affiliates subsidiaries would result in the Purchaser Beneficially Owning (as defined in Section 8.1) more than 2220% of the shares of the Common Stock then issued and outstanding (the "Standstill Cap"), except for any such purchases by the Purchaser pursuant to a transaction or series of transactions at prices and on terms approved by the Board of Directors or otherwise permitted hereunderof the Company; provided, however, that (i1) if the Company or any the Principal Stockholder Transfers sells to any Person or Group shares of Class A Common Stock such that that, as a result of such Transfer, sale such Person or Group would Beneficially Own 22more than 5% or more of the shares of the Common Stock then issued and outstanding and such Person or Group is subject to an agreement with the Company or the Principal Stockholder restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock similar to the provisions of this Section 2.1 and with provisions similar to those contained in Section 2.3 hereofStock, the Standstill Cap will be increased to that maximum percentage of shares of Voting Stock the Beneficial Ownership of which such other Person or Group is permitted to acquire pursuant to such agreement (to the extent it exceeds the Standstill Cap Cap), and the provisions of this Agreement will be deemed modified so they are no less favorable taken as a whole than those set forth in such agreement with such other Person or Group, or (ii2) if the Company or any the Principal Stockholder Transfers sells to any Person or Group a number of shares of Class A Common Stock such that that, to the actual knowledge of the Company or the Principal Stockholder (as applicable) at the time of such sale, as a result of such Transfer, sale such Person or Group would Beneficially Own 22more than 10% or more of the shares of the Common Stock then issued and outstanding and such Person or Group is not subject to an agreement with the Company or the Principal Stockholder (as applicable) restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Class A Common Stock, the Standstill Cap will be terminated; provided, further, that clause (2) of the foregoing proviso shall not apply with respect to, and the Standstill Cap shall not terminate upon, issuances or sales of Common Stock (A) in connection with acquisitions by the Company of all the outstanding equity securities, or all or substantially all the assets, of a Person in one or more transactions, or (B) to any Person required under Section 13(f) of the Exchange Act to file a Form 13F with respect to the Company or to a Person who, as a result of such Transfer, would become a Form 13F Filer (a "Form 13F Filer"). (b) Nothing in this Section 7.1 shall require the Purchaser or its subsidiaries to transfer any shares of Common Stock if the aggregate percentage ownership of the Purchaser and its subsidiaries is increased as a result of any action taken by the Company or its subsidiaries including, without limitation, by reason of any reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, redemption, repurchase or cancellation of shares or any other similar transaction. (c) Notwithstanding the Board Approval as set forth in Section 3.2(b), as a matter of contract under this Agreement, and not under the provisions of DGCL ss.203, the Purchaser hereby agrees that if the Closing occurs and the Shares are acquired by the Purchaser, pursuant to this Agreement, the Purchaser will be subject to all of the terms and restrictions set forth in DGCL ss.203, and will be entitled to all of the rights set forth in DGCL ss.203, to the extent applicable to the Purchaser by the terms of DGCL ss.203, in each case as if the terms of DGCL ss.203 were set forth in their entirety in this Section 7.1(c); provided, however, that for purposes hereof, the term "interested stockholder" as set forth in DGCL ss.203 shall be deemed to refer to "20%" in all cases where it in fact refers to "15%." The present and future stockholders of the Company (or any successor corporation) are hereby expressly made third-party beneficiaries of the provisions of this Section 2.1 and 7.1(c). (d) In the event that the Company shall adopt a stockholder rights plan with provisions that are triggered by the acquisition of Beneficial Ownership (or any similar to those contained in Section 2.3 hereofconcept) of a specified percentage of the Company's Common Stock (a "Trigger Percentage"), the Standstill Cap and this Agreement Company agrees that, for purposes of determining application of the stockholder rights plan to the Purchaser, the plan will be terminated automatically without the requirement deemed to refer to "20%" in all cases where it in fact refers to any Trigger Percentage that any Person takes any additional actionis below 20%.