Common use of Restriction on Business Combinations Clause in Contracts

Restriction on Business Combinations. 4.1 If, at the Effective Date and after taking into consideration the effect of the Block Sale, the Block Sale Transferee would be an “interested stockholder” for purposes of Section 203(c)(5) of the DGCL, then during the Standstill Period any “business combination” (as such term is defined in Section 203(c)(3) of the DGCL) between the Company and the Block Sale Transferee or any of its Affiliates will require approval by the Board of Directors, acting through a committee of directors that qualify as “independent directors” as defined by applicable stock exchange listing rules [(which term will, for this purpose, exclude any directors nominated by the Block Sale Transferee)]7; provided, that the execution and delivery by the Company or any of its Subsidiaries of any contract or agreement with respect to a proposed “business combination” of the type described in Section 203(c)(3)(v) of the DGCL to which the Block Sale Transferee or its “affiliates” (as such term is defined in Section 203(c)(1) of the DGCL) is a party shall constitute conclusive evidence of such approval only with respect to such contract or agreement (and the performance thereof) to the Block Sale Transferee; and provided, further, that the entrance into such contract shall constitute a waiver of the restrictions in Section 3.1(f) with respect to such contract or agreement.