Common use of Restriction on Transfers to Acquiring Persons Clause in Contracts

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section 3(e) are complied with, but shall have no liability to any holder of a Right Certificate or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereof.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section 3(e) are complied with, but shall have no liability to any holder of a Right Certificate or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereof.this

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, transfer would beneficially own 15 20 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), ) or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's ’s transferee, for a like number of 1/l,000ths 1/1,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section 3(e) are complied with, but shall have no liability to any holder of a Right Certificate (other than as specifically provided herein) or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereofso insure.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section SECTION 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section SECTION 3(e) are complied with, but shall have no liability to any holder of a Right Certificate (other than as specifically provided herein) or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereofso insure.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section SECTION 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section SECTION 3(e) are complied with, but shall have no liability to any holder of a Right Certificate or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereof.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 20 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths 1/1,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section 3(e) are complied with, but shall have no liability to any holder of a Right Certificate (other than as specifically provided herein) or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereofso insure.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's ’s transferee, for a like number of 1/l,000ths 1/1,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all reasonable efforts to insure the provisions of this Section 3(e) are complied with, but shall have no liability to any holder of a Right Certificate (other than as specifically provided herein) or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereofso insure.

Restriction on Transfers to Acquiring Persons. Notwithstanding anything in this Agreement to the contrary, no Right shall at any time be transferable or transferred, in one transaction or in a series of related transactions (including a tender offer or exchange offer), directly or indirectly (i) to any Person who is an Acquiring Person, (ii) to any Person in connection with a transaction or series of related transactions in which such Person becomes an Acquiring Person, (iii) to any Person who, as a result of such transfer, would beneficially own 15 percent or more of the Rights, or (iv) to any Affiliate or Associate of a Person referred to in any one or more of the foregoing clauses (i), (ii), or (iii). Any purported or attempted transfer of a Right on or after the Record Date in violation of the foregoing provisions (regardless whether such purported or attempted transfer shall be recorded on any transfer ledger) shall be null and void as of the date of the purported or attempted transfer without any further action on the part of the Company or the Rights Agent, and any Right that has been the subject of any such purported or attempted transfer shall for purposes of this Agreement and the Right Certificate be deemed to be held beneficially by the Person who attempted to make such purported or attempted transfer and, thereafter, shall continue to be exercisable by such Person or, in the case of a transfer not prohibited by this Agreement, such Person's transferee, for a like number of 1/l,000ths of a Preferred Share (or other securities, cash or other assets, as the case may be) pursuant to this Agreement. The Company may require (or cause the Rights Agent or any transfer agent of the Company to require) any Person who submits a Right Certificate for transfer on the register of members or any other registry books or to exercise the Rights represented thereby to establish to the satisfaction of the Company, in its sole discretion, that such attempted transfer is not in violation of the provisions of this Section 3(e). The Company and the Rights Agent shall use all ------------ reasonable efforts to insure the provisions of this Section 3(e) are complied ------------ with, but shall have no liability to any holder of a Right Certificate or any other Person as a result of a failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereof.