Common use of Restricted Actions Clause in Contracts

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSix’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSix, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix to cease to engage in the Active Trade or Business; (v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stock. (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or value.

Restricted Actions. (a) Subject to Section 4.046.03(b), during the period beginning on the Distribution Date and ending on, and including, the last day of or before the two-year period following anniversary of the Distribution Date (the “Restricted Period”)Date, AdvanSix Spinco shall not (and shall cause its subsidiaries not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take Transaction or permit any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including whether by (A) redeeming rights under a shareholder rights plan, (B) making a determination that finding a tender offer is to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law DGCL or any similar corporate statute, or any “fair price” or other provision of AdvanSixSpinco’s charter or bylaws bylaws, or (D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, (E) or otherwise); (iiiii) cause or permit Spinco or any member of the Spinco Pre-Combination Group that was a “controlled corporation” in any Separation Transaction and is identified as a “controlled corporation” on Schedule A, within the meaning of Section 355 of the Code, to merge, consolidate or amalgamate with any other Person or liquidate or partially liquidate AdvanSixliquidate; (iii) cause or permit (A) a member of the Spinco Pre-Combination Group whose Active Trade or Business is relied upon in the Tax Opinions/Rulings for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law to cease being engaged in that Active Trade or Businesses, whether by mergeror (B) a member of the Spinco Group to dispose of, consolidation directly or otherwise (provided thatindirectly, for any interest in a member of the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action Spinco Pre-Combination Group described in this Section 4.03(a)(iiiclause (A)), other than dispositions to any member of the SAG of Spinco; (iv) cause other than sales or permit AdvanSix to cease to engage transfers of inventory in the Active Trade or Business; ordinary course of business, (vA) sell all or substantially all of the assets that were transferred to Spinco pursuant to the Contribution or (B) transfer 5025% or more of the gross assets of the any Active Trade or Business relied upon in any of the Tax Opinions/Rulings for purposes of Section 355(b)(2) of the Code or 5025% or more of the consolidated gross assets of the “separate affiliated group” Spinco Pre-Combination Group (within the meaning of Section 355(b)(3)(B) such percentages to be measured based on fair market value as of the CodeDistribution Date, as reported in writing by Pluto to Spinco within ninety (90) days of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAGDate); or; (viv) redeem or otherwise repurchase (directly or indirectlythrough a member of the Spinco Group) any AdvanSix Spinco Capital Stock, except to the extent such redemptions or repurchases meet the following requirements: unless: (A) those redemptions or purchases are for business reasons unrelated the Ruling includes a ruling substantially to the Distributioneffect that a redemption or repurchase of Spinco Capital Stock meeting certain conditions will be treated as being made on a pro rata basis from all holders (other than holders specified in the Ruling) for purposes of testing the effect of such redemption or repurchase on the Distribution under Section 355(e), and such redemption or repurchase satisfies such conditions, and (B) AdvanSix Stock either (x) such redemption or repurchase satisfies Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to be purchased is widely heldits amendment by Revenue Procedure 2003-48), or (C) those redemptions or purchases will be made on the open market and (Dy) the aggregate amount Ruling includes a ruling substantially to the effect that a redemption or repurchase meeting certain conditions that does not otherwise satisfy clause (x) hereof will not be evidence that the Distribution was used principally as a device for the distribution of those redemptions earnings and profits of Pluto or purchases will be less than 20% of the total value of the outstanding AdvanSix Stock.Spinco or both under Section 355(a)(1)(B), and such redemption or repurchase satisfies such conditions); (ivi) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the amend its certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by ), or take any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by other action, whether through a stockholder vote or valueotherwise, affecting the voting rights of Spinco Capital Stock (including, without limitation, through the conversion of one class of Spinco Capital Stock into another class of Spinco Capital Stock). (b) Spinco may take, or may cause its subsidiaries to take a Restricted Action if (x) Spinco has received “Legal Comfort” with respect to such Restricted Action or (y) Pluto has waived the requirement to obtain Legal Comfort with respect to such Restricted Action. For this purpose, Spinco has received Legal Comfort if, prior to taking a Restricted Action: (i) Spinco has requested that Pluto obtain a Subsequent Ruling in accordance with Section 6.04 and Pluto has received such a Subsequent Ruling in form and substance satisfactory to Pluto, acting in good faith; or (ii) Spinco has provided Pluto with an Unqualified Tax Opinion in form and substance satisfactory to Pluto, acting in good faith (and in determining whether an opinion is satisfactory, Pluto may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Pluto may determine that no opinion would be acceptable to Pluto if Pluto does so acting in good faith).

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix Spinco shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix Spinco nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that finding a tender offer is to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or Transaction, (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law DGCL or any similar corporate statute, or any “fair price” or other provision of AdvanSixSpinco’s charter or bylaws bylaws, or otherwise(D) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment); (iii) liquidate or partially liquidate AdvanSixSpinco, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix Spinco or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix Spinco to cease to engage in the Active Trade or Business; (v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix Spinco (the “AdvanSix Spinco SAG”) held immediately before the Internal Distribution (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets to any member of the AdvanSix Spinco SAG, (B) sales, transfers or dispositions of assets in the Ordinary Course of Business of Spinco, (C) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (D) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (E) any mandatory or optional repayments (or prepayments) of any indebtedness of Spinco or any of its Subsidiaries); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Spinco Stock, except to the extent such redemptions or repurchases meet the following requirements: satisfies Section 4.05(1)(b) of Revenue Procedure 96-30 (A) those redemptions or purchases are for business reasons unrelated as in effect prior to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stockits amendment by Revenue Procedure 2003-48). (b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Spinco Stock that, when combined with any other acquisitions of AdvanSix Spinco Stock that occur after the Distribution Distributions (but excluding any other acquisition described in clause (ii)) comprises 4035% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix Spinco for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Spinco Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix Spinco shall be treated as an indirect acquisition of AdvanSix Spinco Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix Spinco for U.S. Federal income Tax purposes increases by vote or value.

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix SpinCo shall not (and shall not cause or permit any member of its Subsidiaries the SpinCo Group to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any no member of its Subsidiaries the SpinCo Group is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixSpinCo’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSixSpinCo, any Section 355 Entity, or any ATB Entity, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any a member of its Subsidiaries the SpinCo Group shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix any ATB Entity to cease to engage in the Active Trade or Business; (v) sell or transfer (A) 50% or more of the gross assets of that are held by any ATB Entity and are used in the Active Trade or Business or Business, (B) 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix SpinCo (the “AdvanSix SpinCo SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SpinCo SAG); or) or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Active Trade or Business immediately after the Distribution Date; (vi) dispose of or permit an Affiliate of SpinCo to dispose of, directly or indirectly, any interest in any ATB Entity or permit any such ATB Entity to make or revoke any election under Regulations Section 301.7701-3; (vii) redeem or otherwise repurchase (directly or indirectly) any AdvanSix SpinCo Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix SpinCo Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix SpinCo Stock; or (viii) amend its certificate of incorporation (or other organizational documents), or take any other action, affecting the relative voting rights of the separate classes of SpinCo Stock; provided, however, that this clause (vii) shall not be deemed to be violated upon SpinCo’s adoption of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11. (b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions, whether any such transaction is to occur during or after the Restricted Period) as determined for purposes of Section 355(e) of the Code, in connection with which (A) any member of the SpinCo Group would merge or consolidate with any Person other than any other member of the SpinCo Group, (B) any member of the SpinCo Group would form one or more joint ventures with any Person other than any other member of the SpinCo Group in which, in the aggregate, more than 40% of the gross assets of the SpinCo Group are transferred to such joint ventures or (C) one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock the equity of any Section 355 Entity that, when combined with any other acquisitions of AdvanSix Stock any such Section 355 Entity that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix such Section 355 Entity for U.S. Federal income Tax tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock equity in any Section 355 Entity and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix such Section 355 Entity shall be treated as an indirect acquisition of AdvanSix Stock such stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix the issuer for U.S. Federal income Tax tax purposes increases by vote or value.

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix Time shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix Time nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixTime’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSixTime, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix Time or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix Time to cease to engage in the Active Trade or Business; (v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the consolidated gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) that Time held immediately before the Distribution (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets in the Ordinary Course of Business, (B) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (C) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (D) any member mandatory or optional repayments (or prepayments) of the AdvanSix SAGany indebtedness of Time or any of its Subsidiaries); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Time Capital Stock, except to the extent such redemptions or repurchases meet the following requirements: satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (A) those redemptions or purchases are for business reasons unrelated as in effect prior to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stockits amendment by Revenue Procedure 2003-48). (b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right)acquire, from any other Person or Persons, an interest in AdvanSix Time Capital Stock that, when combined with any other acquisitions of AdvanSix Time Capital Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 4030% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix Time for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Time Capital Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix Time shall be treated as an indirect acquisition of AdvanSix Time Capital Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix Time for U.S. Federal income Tax purposes increases by vote or value.

Restricted Actions. 9.2.1 During the Pre-Closing Period, the Convertible Bonds Holders shall not, and shall not agree that other parties to the Convertible Bonds (i) sell, assign or transfer any of the Convertible Bonds or any rights thereunder, or (ii) permit the creation of any rights under any of the Convertible Bonds or (iii) enter into any transaction that would render the statements in Section 2.4.2 to be incorrect or incomplete, in each case other than as expressly provided for in this Agreement. 9.2.2 During the Pre-Closing Period and without limiting the generality of the foregoing, the Management Sellers (as several and partial debtors (teilschuldnerisch) on a pro rata basis, reflecting the portion of the Sold Shares sold by the respective Management Seller relative to all Sold Shares of Management Sellers)) shall procure that, without the Purchaser’s prior written or Text Form consent (such consent not to be unreasonably withheld), neither Group Company will undertake: (a) Subject any action taken by a Group Company or transaction entered into by a Group Company which is provided for under Section 8.11.2; (b) any changes to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day Corporate Documents other than as a direct result of the two-year period following conversion of any Convertible Bonds; (c) any recapitalization, reorganization, corporate restructuring, merger or acquisition or similar business combination involving a Group Company; (d) formation, creation or acquisition of any subsidiary or interests in another entity other than the Distribution Date Subsidiaries; (the “Restricted Period”)e) any incurrence by a Group Company of Financial Indebtedness or any granting of loans, AdvanSix shall not (and shall not cause advances or permit capital contributions to, or investments in any of its Subsidiaries to)other Person, in each case except in the ordinary course; (f) any sale, assignment, transfer, license or other form of disposition, abandonment or failure to defend of, or permission or creation of any Encumbrance over, any Intellectual Property Assets or other intangible assets, other than non-exclusive licenses to customers in the ordinary course of business; (g) any variation of the employment terms or severance terms of any Key Employee other than in the context of a single transaction restatement of the EDPP to agree on fixed amounts (rather than amounts depending on any exit proceeds) payable thereunder to EDPP Beneficiaries; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 62 OF 93 (h) any hiring, promotion or a series termination of transactions:any Key Employee other than any termination for cause (aus wichtigem Xxxxx); (i) enter changes to the employment terms or severance terms of employees or Contingent Workers (including, without limitation, any establishment, adoption, entry into, amendment or promise of entry into or amendment, of any Proposed Acquisition Transaction; bonus, profit sharing or other arrangement for the benefit of any employee or Contingent Worker), other than (i) in the context of a restatement of the EDPP to agree on fixed amounts (rather than amounts depending on any exit proceeds) payable thereunder to EDPP Beneficiaries and/or (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party normal salary increases (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 not in excess of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSix’s charter or bylaws or otherwiserange set forth in Schedule 9.2.2(i); (iii) liquidate or partially liquidate AdvanSix, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix to cease to engage made in the Active Trade or Business; (v) sell or transfer 50% or more ordinary course of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (providedbusiness, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Stockmaterially consistent with past practice, except to the extent such redemptions required by applicable Laws; (j) any hiring of an employee with an annual compensation in excess of EUR 200,000; (k) any entering into, termination of or repurchases meet amendment to any Material Contract (other than the following requirements: entering into any customer contracts or amendments of existing customer contracts, in each case in the ordinary course of business), Pension Scheme, Incentive Scheme or Related Party Agreement by or affecting a Group Company and any waiver, release or assignment of rights or claims thereunder (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less other than 20% of the total value of the outstanding AdvanSix Stock. (i) For purposes any waiver, release, assignment of this Agreement, “Proposed Acquisition Transaction” means rights or claims under any transaction or series Material Contract in the ordinary course of transactions business and/or (or any agreement, understanding or arrangement to enter into ii) in the context of a transaction or series of transactions) as determined for purposes of Section 355(e) restatement of the CodeEDPP to agree on fixed amounts (rather than amounts depending on any exit proceeds) payable thereunder to EDPP Beneficiaries); (l) any reduction of insurance coverage by a Group Company; or (m) any waiver, in connection with which one release, assignment, compromise, commencement, settlement or more Persons agreement to settle any legal proceeding other than the commencement of legal proceedings for unpaid receivables or where failure to do so would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or valuematerial adverse effect on a Group Company.

Restricted Actions. Without limiting clause 10.1, from the date of this Agreement until Completion, the Seller must, and must procure, that unless contemplated by this Agreement or the Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed): (a) Subject no Group Member will increase, decrease or otherwise alter its share capital or issue or grant any securities or agree to Section 4.04do so; (b) no Group Member will, during in respect of the period beginning on the Distribution Date and ending onHospital Business, and includingthe Seller will not in respect of the Sale Shares, create or grant any Encumbrance over the assets of the Group Member or the Hospital Business or Sale Shares or incur any indebtedness or liability in the nature of borrowings or agree to do so, other than in the ordinary course of business; (c) no Group Member will acquire, transfer or dispose of any asset of the Hospital Business with a written down book value in excess of Rp 5.56 billion; (d) no Group Member will amend its Articles of Association; (e) no Group Member will enter into, terminate or materially vary any agreement, arrangement or understanding which involves the incurring of a total liability over the life of the agreement, arrangement or understanding in excess of Rp 5.56 billion other than in the ordinary course of the Hospital Business in procuring or replenishing stock; (f) no Group Member will make any material change to its practice as to payment of creditors and collection of trade debtors; (g) no Group Member will enter into, terminate or increase annual remuneration by more than 10% under any agreement, arrangement or understanding concerning an employee or contractor where the annual remuneration payable to such employee or contractor will exceed Rp 556 million. However, this clause will not exclude a Group Member from terminating any agreement, arrangement or understanding concerning an Employee - Group in circumstances where, in the reasonable opinion of a Group Member, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix shall not (and shall not cause employee or permit any of its Subsidiaries to), in a single transaction or a series of transactionsindependent contractor concerned has: (i) enter into any Proposed Acquisition Transaction;engaged in conduct justifying summary dismissal at common law or under an applicable policy of the Group; or (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of engaged in repeated poor performance justifying termination under an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 applicable policy of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSix’s charter or bylaws or otherwise)Group; (iiih) liquidate no Group Member will acquire shares or partially liquidate AdvanSix, whether by merger, consolidation other securities in any body corporate other than any other Group Member or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii))agree to do so; (iv) cause or permit AdvanSix to cease to engage in the Active Trade or Business; (v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stock. (i) For purposes of this Agreementno Group Member will initiate any proceedings for the winding up, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant liquidation or other conversion right), from any other Person external administration of that Group Member; and (j) no Group Member will merge or Persons, an interest in AdvanSix Stock that, when combined consolidate with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding body corporate, unless any other acquisition described in clause (ii)) comprises 40% or more of the value foregoing is contemplated by Law, or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment Seller’s reasonable opinion is required to give effect to the certificate terms of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or valueLaw.

Restricted Actions. As part of the Seller’s commitment to ensure that CMCP and its Subsidiaries are managed in the ordinary course and in a prudent manner (en bon père de famille), without limiting the generality of the foregoing, and except as expressly permitted hereunder, the Seller, without the consent of the Purchaser (which consent shall not be unreasonably withheld or delayed and, if the Purchaser does not notify the Seller in writing of its refusal to grant such consent within five (5) Business Days of the receipt of a written request, in reasonable detail, such consent shall be deemed to have been granted), shall not and shall cause CMCP and each of the Subsidiaries not to: (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day amend their bylaws or other constituent or governing document other than as a consequence of the twoShare Capital Reduction underway or of a requirement of Law, or provided for in the Shareholders’ Agreement; (b) be a party to any acquisition, merger, spin-year period following off, consolidation, purchase of stock or interest in any corporation, partnership, association or other business organization or enter into or form any material joint-venture or enter into any agreement leading to any of the Distribution Date foregoing; (c) alter CMCP’s capital stock or declare, set aside, make or pay any dividend (other than any dividend which has been approved prior to the “Restricted Period”date hereof), AdvanSix shall not or purchase or redeem any shares of CMCP’s capital stock (and shall not cause other than the Share Capital Reduction), except to the extent contemplated by this Agreement, including the effects of the share exchange underway as described in Schedule 4.1.28; (d) issue or permit sell any of its Subsidiaries to)capital stock or any options, in a single transaction warrants or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction other rights to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under purchase any such plan shares or otherwise causing any securities convertible into or exchangeable for such shares (other than any such plan issuances or sales by a Subsidiary to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” CMCP or other provision of AdvanSix’s charter or bylaws or otherwiseSubsidiaries); (iiie) liquidate incur any additional debt or partially liquidate AdvanSixmake any early repayments on existing loans, whether by mergerdebts or other liabilities other than in the ordinary course of business; (f) acquire, consolidation sell or otherwise dispose in any way any goodwill, real property or intellectual property or any other material asset; (provided thatg) other than in the ordinary course, enter into any transaction involving a Contract in excess of one million dirhams (MAD 1,000,000) or binding CMCP for a term greater than one year; (h) enter into a binding agreement for the avoidance hiring or dismissal of doubt, a merger any employee of another entity into AdvanSix CMCP or any of its Subsidiaries shall not constitute for an action described annual aggregate amount in this Section 4.03(a)(iii)excess of five hundred thousand dirhams (MAD 500,000); (ivi) cause amend its employees’ collective status or permit AdvanSix to cease to engage grant any additional benefits, or make any material change in the Active Trade compensation payable, or Businessto become payable, to any employee of CMCP or any of its Subsidiaries (other than normal recurring increases in the ordinary course of business or pursuant to plans, programs or agreements existing on the date hereof, and other than pursuant to statutory or regulatory requirements); (vj) sell except as set forth in Schedule 5.1.2(j), make any capital expenditures in excess of five hundred thousand dirhams (MAD 500,000) for any individual expenditure or transfer 50% MAD two million dirhams (MAD 2,000,000) in the aggregate; (k) waive any receivable involving an amount greater than two hundred thousand dirhams (MAD 200,000) outside the ordinary course of business; (l) grant any Lien, mortgage or more pledge or issue any security undertaking or commitment whereby it would assume liability of a third party other than in the gross assets ordinary course of business; (m) except as set forth in Schedule 5.1.2(m), other than in the Active Trade ordinary course of business, settle any action, claim or Business dispute against or 50% affecting CMCP or more of the gross assets of the “separate affiliated group” any Subsidiary involving an amount greater than two hundred thousand dirhams (within the meaning of Section 355(b)(3)(B200,000 MAD) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or (vin) redeem or otherwise repurchase conclude any agreement with an Affiliate; (directly or indirectlyo) agree to take any AdvanSix Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value actions set forth in the foregoing subparagraphs 5.1.2(a) through 5.1.2(n). CMCP and its Subsidiaries may cure a breach of the outstanding AdvanSix Stock. (i) For purposes of any representation or warranty contained in this Agreement, “Proposed Acquisition Transaction” means any transaction or series provided that the Seller informs the Purchaser in writing of transactions (or any agreementsuch cure does not breach the provisions of Article 5.1.2 hereabove, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of that its cost is borne by the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or valueSeller.

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix SpinCo shall not (and shall not cause or permit any member of its Subsidiaries the SpinCo Group to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any no member of its Subsidiaries the SpinCo Group is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixSpinCo’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSixSpinCo, any Section 355 Entity, or any ATB Entity, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any a member of its Subsidiaries the SpinCo Group shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix any ATB Entity to cease to engage in the Active Trade or Business; (v) sell or transfer (A) 50% or more of the gross assets of that are held by any ATB Entity and are used in the Active Trade or Business or Business, (B) 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix SpinCo (the “AdvanSix SpinCo SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SpinCo SAG); or) or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Active Trade or Business immediately after the Distribution Date; (vi) dispose of or permit an Affiliate of SpinCo to dispose of, directly or indirectly, any interest in any ATB Entity or permit any such ATB Entity to make or revoke any election under Regulations Section 301.7701-3; (vii) redeem or otherwise repurchase (directly or indirectly) any AdvanSix SpinCo Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix SpinCo Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix SpinCo Stock; or (viii) amend its certificate of incorporation (or other organizational documents), or take any other action, affecting the relative voting rights of the separate classes of SpinCo Stock; provided, however, that this clause (vii) shall not be deemed to be violated upon SpinCo’s adoption of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11. (b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions, whether any such transaction is to occur during or after the Restricted Period) as determined for purposes of Section 355(e) of the Code, in connection with which (A) any member of the SpinCo Group would merge or consolidate with any Person other than any other member of the SpinCo Group, (B) any member of the SpinCo Group would form one or more joint ventures with any Person other than any other member of the SpinCo Group in which, in the aggregate, more than 40% of the gross assets of the SpinCo Group are transferred to such joint ventures or (C) one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock the equity of any Section 355 Entity that, when combined with any other acquisitions of AdvanSix Stock any such Section 355 Entity that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix such Section 355 Entity for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock equity in any Section 355 Entity and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix such Section 355 Entity shall be treated as an indirect acquisition of AdvanSix Stock such stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix the issuer for U.S. Federal income Tax purposes increases by vote or value.

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix SpinCo shall not (and shall not cause or permit any member of its Subsidiaries the SpinCo Group to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any no member of its Subsidiaries the SpinCo Group is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixSpinCo’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSixSpinCo, any Section 355 Entity, or any ATB Entity, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any a member of its Subsidiaries the SpinCo Group shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix any ATB Entity to cease to engage in the Active Trade or Business; (v) sell or transfer (A) 50% or more of the gross assets of that are held by any ATB Entity and are used in the Active Trade or Business or Business, (B) 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B355(b) (3)(B) of the Code) of AdvanSix SpinCo (the “AdvanSix SpinCo SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SpinCo SAG); or) or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Active Trade or Business immediately after the Distribution Date; (vi) dispose of or permit an Affiliate of SpinCo to dispose of, directly or indirectly, any interest in any ATB Entity or permit any such ATB Entity to make or revoke any election under Regulations Section 301.7701-3; (vii) redeem or otherwise repurchase (directly or indirectly) any AdvanSix SpinCo Stock, except to the extent such redemptions or repurchases meet the following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix SpinCo Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix SpinCo Stock; or (viii) amend its certificate of incorporation (or other organizational documents), or take any other action, affecting the relative voting rights of the separate classes of SpinCo Stock; provided, however, that this clause (vii) shall not be deemed to be violated upon SpinCo’s adoption of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11. (b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions, whether any such transaction is to occur during or after the Restricted Period) as determined for purposes of Section 355(e) of the Code, in connection with which (A) any member of the SpinCo Group would merge or consolidate with any Person other than any other member of the SpinCo Group, (B) any member of the SpinCo Group would form one or more joint ventures with any Person other than any other member of the SpinCo Group in which, in the aggregate, more than 40% of the gross assets of the SpinCo Group are transferred to such joint ventures or (C) one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock the equity of any Section 355 Entity that, when combined with any other acquisitions of AdvanSix Stock any such Section 355 Entity that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix such Section 355 Entity for U.S. Federal income Tax tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock equity in any Section 355 Entity and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix such Section 355 Entity shall be treated as an indirect acquisition of AdvanSix Stock such stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix the issuer for U.S. Federal income Tax tax purposes increases by vote or value.

Restricted Actions. (a) Subject to Section 4.04, during From the period beginning on date hereof until the Distribution Date and ending on, and including, the last first day of after the two-year period following anniversary of the Distribution Date (the “Restricted Period”)Closing Date, AdvanSix MJN shall not (and shall not cause or permit any of its Subsidiaries Affiliates to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transactioncause or allow the MJN Consolidated Group to cease to be engaged in the MJN business as an active trade or business (within the meaning of Section 355(b) of the Code and the Regulations thereunder); (ii) take any action that could cause the MJ&Co Conversion to fail to qualify for the Intended Tax Treatment by reason of the “liquidation-reincorporation” doctrine; (iii) liquidate or partially liquidate MJN, by way of a merger, conversion or otherwise; (iv) sell or transfer 50% or more of the gross assets of the MJN business or 50% or more of the consolidated gross assets of MJN (other than sales or transfers of inventory in the ordinary course of business); (v) redeem or otherwise repurchase (directly or through an MJN Affiliate) any MJN Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to its amendment by Revenue Procedure 2003-48); (vi) enter into any agreement to enter into a Proposed Acquisition Transaction; or (vii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries MJN is not a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixMJN’s charter or bylaws or otherwise);. (iiib) liquidate or partially liquidate AdvanSixNotwithstanding Section 5.04(a), whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or MJN may take any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));5.04(a) if: (ivi) cause or permit AdvanSix to cease to engage in either of the Active Trade or Business;following has occurred: (vA) sell or transfer 50% or more of BMS has received a Ruling, in form and substance satisfactory to BMS in its reasonable discretion, to the gross assets of effect that such action will not cause the Active Trade or Business or 50% or more of Transactions to fail to qualify for the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution (provided, however, that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG)Intended Tax Treatment; or (viB) redeem or otherwise repurchase (directly or indirectly) any AdvanSix StockMJN has provided BMS with an opinion of counsel, except in form and substance satisfactory to BMS in its reasonable discretion, to the extent effect that such redemptions action will not cause the Transactions to fail to qualify for the Intended Tax Treatment. Such opinion must be a written “will” opinion of Cravath, Swaine & Xxxxx LLP or repurchases meet another Tax Advisor acceptable to BMS in its reasonable discretion, and must assume that the Transactions would have qualified for the Intended Tax Treatment if the action in question did not occur; and (ii) in the case of any action under 5.04(a)(vi) or 5.04(a)(vii), all of the following requirementshave occurred: (A) those redemptions or purchases are for business reasons unrelated MJN shall have notified BMS of the other party to the Distribution, Proposed Acquisition Transaction (the “Counterparty”); (B) AdvanSix Stock no more than 30 days after delivery of such notice: (x) BMS shall have provided to be purchased is widely heldMJN a memorandum describing any formal or informal discussions or negotiations in the twenty-four month period preceding the Closing Date regarding the stock or assets of MJN (or any predecessor, including MJ&Co) (such discussions or negotiations, “Discussions”) entered into by or on behalf of BMS with the Counterparty or its representatives, and (y) MJN shall have provided to BMS a memorandum describing (1) any Discussions entered into by or on behalf of MJN with the Counterparty or its representatives and (2) based on information provided to MJN by the Counterparty, any Discussions entered into by or on behalf of the Counterparty with BMS or MJN or their representatives; and (C) those redemptions no more than 10 days after delivery of such memoranda, BMS and MJN each may revise its memorandum to correct any inaccuracies or purchases will be made on the open market omissions and shall provide a representation that, to its knowledge, its memorandum (Das revised) the aggregate amount of those redemptions or purchases will be less than 20% is true, correct and complete in all material respects. The satisfaction of the total value of the outstanding AdvanSix Stock. (i) For purposes conditions of this Agreement, “Proposed Acquisition Transaction” means Section 5.04(b) shall not in any transaction or series way relieve MJN of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of its indemnification obligations under Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or value4.02.

Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix Time shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions: (i) enter into any Proposed Acquisition Transaction; (ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix Time nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSixTime’s charter or bylaws or otherwise); (iii) liquidate or partially liquidate AdvanSixTime, whether by merger, consolidation or otherwise (provided that, for the avoidance of doubt, a merger of another entity into AdvanSix Time or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii)); (iv) cause or permit AdvanSix Time to cease to engage in the Active Trade or Business; (v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the consolidated gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) that Time held immediately before the Distribution (provided, however, that the foregoing shall not apply to (A) sales, transfers or dispositions of assets in the Ordinary Course of Business, (B) payments of cash to acquire assets from an unrelated Person in an arm’s length transaction, (C) sales, transfers or dispositions of assets to a Person that is disregarded as an entity separate from the transferor for U.S. Federal income Tax purposes or (D) any member mandatory or optional repayments (or prepayments) of the AdvanSix SAGany indebtedness of Time or any of its Subsidiaries); or (vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Time Capital Stock, except to the extent such redemptions or repurchases meet the following requirements: satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (A) those redemptions or purchases are for business reasons unrelated as in effect prior to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stockits amendment by Revenue Procedure 2003-48). (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right)acquire, from any other Person or Persons, an interest in AdvanSix Time Capital Stock that, when combined with any other acquisitions of AdvanSix Time Capital Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 4030% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix Time for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Time Capital Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix Time shall be treated as an indirect acquisition of AdvanSix Time Capital Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix Time for U.S. Federal income Tax purposes increases by vote or value.