Common use of Restrictions on Actions Clause in Contracts

Restrictions on Actions. (a) Each Purchaser agrees that until the earlier of the seventh anniversary of the date of this Agreement and the date on which such Purchaser no longer owns any Purchased Shares, Conversion Shares, Warrants or Warrant Shares (the “Restricted Period”), without the prior written consent of the Board of Directors of the Company, it will not at any time, nor will it cause, suffer or permit any of its Restricted Affiliates to, acquire directly or indirectly, by purchase or otherwise, record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) more than 35% the Company’s outstanding Common Stock; provided, however, that a Purchaser becoming a beneficial owner of more than 35% as a result of the Company taking any direct or indirect action that results in the number of outstanding shares of capital stock being reduced (e.g. stock repurchases) shall not be a breach of this Section 4.2. (b) The Purchasers agree that, during the Restricted Period without the prior written consent of the Board of Directors of the Company, neither of them will at any time, nor will a Purchaser cause, suffer or permit any of its Restricted Affiliates to, directly or indirectly: (i) make, or in any way participate in, any solicitation of proxies to vote any securities of the Company under any circumstances for a change in the directors or management of the Company, or in connection with a merger or acquisition of the Company, or deposit any securities of the Company in a voting trust or subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (i) shall not prohibit any Purchaser or any of their respective Restricted Affiliates from voting any securities of the Company in their discretion); (ii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of securities of the Company that describes any plans or proposals required to be disclosed in response to any of clauses (a) through (j) of Item 4 of any Schedule 13D (or any amendment thereto); (iii) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company; (iv) formulate or disclose any intention, plan or arrangement to change the directors or management of the Company; or (v) advise, assist or encourage any other Persons in connection with any of the foregoing. (It is understood and agreed that nothing in this Section 4.2(b) shall prohibit the Series B Designee from taking any action, or refraining from taking any action, required in connection with his or her fiduciary duties.) (c) The provisions of Section 4.2(a) and (b) shall terminate in the event that the Board of Directors of the Company shall: (i) approve a tender offer for a majority of the outstanding capital stock of the Company; (ii) liquidate the Company or sell all or substantially all of the assets of the Company to another Person; (iii) approve a merger or consolidation of the Company with any other Person that would result in the voting securities of the Company outstanding immediately prior thereto representing less than a majority of the voting power to elect a majority of the board of directors or similar body of the Person surviving such merger or resulting from such consolidation; or (iv) sell or otherwise issue to any Person voting securities of the Company that would result in such Person having a majority of the combined voting power of the voting securities of the Company. For purposes hereof, “voting power” means the power to vote in the election of directors generally. (d) The provisions of Section 4.2(a) and (b) be reinstated and shall apply in full force according to their terms in the event that: (i) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of a tender offer under clause (c)(i) above, such tender offer (as originally made or as extended or modified) shall have terminated (without any securities being accepted thereunder for purchase) prior to the commencement of a tender offer by any Purchaser or any of its Restricted Affiliates that would have been permitted pursuant to clause (c)(i) as a result of such third-party tender offer; (ii) any tender offer by any Purchaser or any of its Restricted Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to clause (c)(ii) through (iv) shall have terminated (without any securities being accepted thereunder for purchase); or (iii) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of clause (c)(i), (iii) or (iv), the Board of Directors of the Company shall have determined to rescind or abandon the previous action described in clause (c)(ii) through (iv) (and no such action shall have closed). Upon reinstatement of the provisions of Section 4.2(a) and (b), the preceding provisions of this Section 4.2 shall continue to govern, including, without limitation, those that provide for the termination of any of the provisions of this Section 4.3 in the event that any of the events described in clause (c) shall occur.

Restrictions on Actions. (a) Each Except for the Purchased Shares, Option Shares and as permitted by this Section 9.15, each Purchaser agrees that until the earlier of (i) the seventh third anniversary of the date of this Agreement, (ii) the termination or expiration of the Co-Branding and Marketing Agreement and (unless due to a breach by Go2Net of its obligations thereunder) or (iii) the date on which such Purchaser no longer owns any Purchased Shares or Option Shares, Conversion Shares, Warrants or Warrant Shares (the “Restricted Period”), without the prior written consent of the Board of Directors of the Company, it will not at any time, nor will it cause, suffer or permit any of its Restricted Subsidiaries or Affiliates to, acquire directly or indirectly, by purchase or otherwise, record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) more of any voting securities of the Company (other than 35% the Company’s outstanding Common StockPurchased Shares, the Option and the Option Shares), or rights or options to acquire, or securities convertible into or exchangeable for, any such voting securities (such voting securities other than the Purchased Shares, the Option and the Option Shares), and such rights, options and convertible or exchangeable securities (other than the Option), being herein defined as "Other Securities"; providedprovided that the term "Other Securities" shall not include any voting securities of the Company or any rights or options to acquire, howeveror securities convertible into or exchangeable for, that any such voting securities including, without limitation, the Option Shares, which a Purchaser becoming a beneficial owner of more than 35% may acquire as a result of any distribution by the Company taking any direct or indirect action that results to holders of its capital stock generally and such Purchaser receives such Other Securities solely in the number of outstanding shares its capacity as a holder of capital stock being reduced (e.g. stock repurchases) shall not be a breach of this Section 4.2the Company. (b) The Purchasers agree that, during the Restricted Period without the prior written consent of the Board of Directors of the Company, neither of them will at any time, nor will a Purchaser cause, suffer or permit any of its Restricted subsidiaries or Affiliates to, directly or indirectly: (i) make, or in any way participate in, any solicitation of solicit proxies to vote any securities of the Company under any circumstances for a change in the directors or management of the Company, or in connection with a merger or acquisition of the Company, or deposit any securities of the Company in a voting trust or subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (i) shall not prohibit any Purchaser or any of their respective Restricted Affiliates from voting any securities of the Company in their discretion)effect; (ii) forminitiate, join propose, or in otherwise solicit any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of securities stockholder of the Company that describes for the approval of, or induce or attempt to induce any plans or proposals required other person to be disclosed initiate any stockholder proposal for a change in response to any of clauses (a) through (j) of Item 4 of any Schedule 13D (or any amendment thereto); (iii) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company; (iv) formulate or disclose any intention, plan or arrangement to change the directors or management of the Company or in connection with a merger or acquisition of the Company; or (viii) advise, assist take any action individually or encourage any other Persons in connection jointly with any of the foregoing. (It is understood and agreed that nothing Person or group, or assist any Person or group in this Section 4.2(b) shall prohibit the Series B Designee from taking any action, or refraining from taking any action, required in connection with his or her fiduciary dutieswhich it could not take individually under the terms of this section.) (c) The preceding provisions of in this Section 4.2(a) and (b) 9.15 shall terminate in the event that the Board of Directors of the Company shall: shall (i) approve a tender offer for a majority of the outstanding capital stock of the Company; (ii) liquidate the Company or sell all or substantially all of the assets of the Company to another Person; (iii) approve a merger or consolidation of the Company with any other Person that would result in the voting securities of the Company outstanding immediately prior thereto representing less than a majority of the voting power to elect a majority of the board of directors or similar body of the Person surviving such merger or resulting from such consolidation; or (iv) sell or otherwise issue to any Person person voting securities of the Company that would result in such Person having a majority of the combined voting power Voting Power of the voting securities of the Company. For purposes hereof, “voting power” Company where Voting Power means the power to vote in the election of directors generally. (d) The In the event of any action by the Board of Directors of the Company described in the Section 9.15(c), the Company shall notify each Purchaser at least fifteen (15) days prior to the final approval of such transaction. All of the provisions of Section 4.2(a) and (b) this subsection shall be reinstated and shall apply in full force according to their terms in the event that: (ix) if the preceding provisions of Section 4.2(a) and (b) this Article shall have terminated as a result of a tender offer under clause (c)(i) above, such tender offer (as originally made or as extended or modified) shall have terminated (without any securities being accepted thereunder for purchase) prior to the commencement of a tender offer by any Purchaser or any of its Restricted subsidiaries or Affiliates that would have been permitted pursuant to clause (c)(i) as a result of such third-party tender offer; (iiy) any tender offer by any Purchaser or any of its Restricted subsidiaries or Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to clause (c)(ii) through (iv) shall have terminated (without any securities being accepted thereunder for purchase); or (iiiz) if the preceding provisions of Section 4.2(a) and (b) this Article shall have terminated as a result of clause (c)(i), (iiic)(ii) or through (iv), the Board of Directors of the Company shall have determined to rescind or abandon the previous action described in clause (c)(ii) through (iv) (and no such action shall have closed). Upon reinstatement of the provisions of this Section 4.2(a) and (b)9.15, the preceding provisions of this Section 4.2 9.15 shall continue to govern, including, without limitationlimitations, those that provide for the termination of any of the preceding provisions of this Section 4.3 9.15 in the event that any of the events described in clause (c) shall occur. (e) This Section 9.15 shall not be applicable to any Purchased Shares and/or Option Shares sold by a Purchaser or an Permitted Transferee pursuant to a registration statement filed by the Company or under the Securities Act, or Rule 144.

Restrictions on Actions. Notwithstanding anything in this Agreement to the contrary, the Managing Member shall not take any of the following actions on behalf of the Company unless approved by a Requisite Investor Member Vote except that approval of the action described below in clause (h) shall require a Requisite Unaffiliated Investor Member Vote: (a) Each Purchaser agrees that until Any confession of a judgment against the earlier Company; (b) A change in the nature of the seventh anniversary principal business of the Company; (c) Filing a petition in or arranging among creditors for Bankruptcy of the Company; (d) Entering into a merger or consolidation under the Act, or any transaction on behalf of the Company which constitutes a “conversion” within the meaning of the Act; (e) The acquisition of additional real property by the Company; (f) The disposition of the Project in its entirety; (g) The decision to convert the Project into condominiums or other use materially different from the Business Plan; (h) Any transaction between the Company on the one hand and any Affiliate of the Company or Affiliate of an Affiliate of the Company (which, for the avoidance of doubt, shall exclude Allocated Expenses); (i) Any borrowings by the Company excluding any loans contemplated by the budget and Business Plan of the Company as presented to the Investor Members on the date of this Agreement; (j) After the completion of the initial construction of the Project, the expenditure in one or a series of related transactions for capital improvements to the Project of more than $300,000; or (k) Any material change in the types of insurance coverages required to be maintained by the Company. Unless otherwise set forth in this Agreement for matters that will require a Requisite Unaffiliated Investor Member Vote, any matter required to be voted on by the Investor Members will require a Requisite Investor Member Vote. Matters requiring the vote of the Investor Members may be initiated by the Managing Member through requests via email. Investor Members shall vote in response to such request by a return email, and the date on which Managing Member may notify the Investor Members the results of such Purchaser no longer owns vote via email. Notwithstanding the foregoing, if there is a proposal to structure any Purchased Sharessale of the Project in its entirety, Conversion Sharesor any part thereof, Warrants or Warrant Shares by the Company as a tax deferred exchange under Section 1031 of the Code instead of distributing the proceeds as Available Cash following such sale, there shall be a vote by the Investor Members and each Investor Member shall likewise put the decision to a vote of its members (the “Restricted PeriodSub-Tier Members”). If an Investor Member objects (a “Dissenting Investor Member”) and /or if some, but not all, of the Sub-Tier Members object (each a “Dissenting Sub-Tier Member”), without then in no event shall an election to proceed with an exchange transaction be binding on any Dissenting Investor Member and/or Dissenting Sub-Tier Member that voted against such transaction, and in no event shall the prior written consent of the Board of Directors of the Company, it will not at any time, nor will it cause, suffer or permit any of its Restricted Affiliates to, acquire cash that shall otherwise be distributable directly or indirectly, by purchase or otherwise, record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) more than 35% the Company’s outstanding Common Stock; provided, however, that a Purchaser becoming a beneficial owner of more than 35% as a result of to the Company taking to any direct Dissenting Investor Member and/or indirectly to a Dissenting Sub-Tier Member be transferred to an accommodator or indirect action that results in similar facilitator of a tax deferred exchange, but such cash shall be segregated from any cash being used to fund an exchange so it shall be readily available by the number of outstanding shares of capital stock being reduced (e.g. stock repurchases) shall not be a breach of this Section 4.2. (b) The Purchasers agree that, during the Restricted Period without the prior written consent of the Board of Directors of the Company, neither of them will at any time, nor will a Purchaser cause, suffer or permit any of its Restricted Affiliates to, directly or indirectly: Company for distribution to (i) make, or in the Dissenting Investor Member concurrent with the withdrawal by any way participate in, any solicitation of proxies to vote any securities of Dissenting Investor Member from the Company under any circumstances for a change in the directors or management of the Company, or in connection with a merger or acquisition of the Company, or deposit any securities of the Company in a voting trust or subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (i) shall not prohibit any Purchaser or any of their respective Restricted Affiliates from voting any securities of the Company in their discretion); (ii) formto the Investor Member in which any Dissenting Sub-Tier Members are members, join or in any way participate in a “group” (within so that it shall be available to such Investor Member for distribution to its Dissenting Sub-Tier Members concurrent with the meaning of Section 13(d)(3) of withdrawal by the Exchange Act) with respect to any of securities of the Company that describes any plans or proposals required to be disclosed in response to any of clauses (a) through (j) of Item 4 of any Schedule 13D (or any amendment thereto); (iii) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company; (iv) formulate or disclose any intention, plan or arrangement to change the directors or management of the Company; or (v) advise, assist or encourage any other Persons in connection with any of the foregoing. (It is understood and agreed that nothing in this Section 4.2(b) shall prohibit the Series B Designee from taking any action, or refraining from taking any action, required in connection with his or her fiduciary duties.) (c) The provisions of Section 4.2(a) and (b) shall terminate in the event that the Board of Directors of the Company shall: (i) approve a tender offer for a majority of the outstanding capital stock of the Company; (ii) liquidate the Company or sell all or substantially all of the assets of the Company to another Person; (iii) approve a merger or consolidation of the Company with any other Person that would result in the voting securities of the Company outstanding immediately prior thereto representing less than a majority of the voting power to elect a majority of the board of directors or similar body of the Person surviving such merger or resulting Dissenting Sub-Tier Members from such consolidation; or (iv) sell or otherwise issue to any Person voting securities of the Company that would result in such Person having a majority of the combined voting power of the voting securities of the Company. For purposes hereof, “voting power” means the power to vote in the election of directors generallyapplicable Investor Member. (d) The provisions of Section 4.2(a) and (b) be reinstated and shall apply in full force according to their terms in the event that: (i) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of a tender offer under clause (c)(i) above, such tender offer (as originally made or as extended or modified) shall have terminated (without any securities being accepted thereunder for purchase) prior to the commencement of a tender offer by any Purchaser or any of its Restricted Affiliates that would have been permitted pursuant to clause (c)(i) as a result of such third-party tender offer; (ii) any tender offer by any Purchaser or any of its Restricted Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to clause (c)(ii) through (iv) shall have terminated (without any securities being accepted thereunder for purchase); or (iii) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of clause (c)(i), (iii) or (iv), the Board of Directors of the Company shall have determined to rescind or abandon the previous action described in clause (c)(ii) through (iv) (and no such action shall have closed). Upon reinstatement of the provisions of Section 4.2(a) and (b), the preceding provisions of this Section 4.2 shall continue to govern, including, without limitation, those that provide for the termination of any of the provisions of this Section 4.3 in the event that any of the events described in clause (c) shall occur.

Restrictions on Actions. (a) Each Purchaser agrees that until the earlier of (i) the seventh anniversary of the date of this Agreement Agreement, and the first anniversary of the date on which such Purchaser no longer owns any Purchased Shares, Conversion Shares, Warrants or Warrant Shares (the “Restricted Period”), without the prior written consent of the Board of Directors of the Company, it will not at any time, nor will it cause, suffer or permit any of its Restricted Affiliates to agree to, make any public proposal to acquire or acquire, directly or indirectly, by purchase or otherwise, record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) ), of any securities of the Company which if acquired would result in the Purchasers, in the aggregate, having record or beneficial ownership of more than 3519.9% of the outstanding shares of the Company’s outstanding Common Stock determined on a fully diluted basis (which shall be determined assuming conversion of all of the shares of Series B Preferred Stock, exercise of all Warrants for the full number of Warrants Shares and conversion of all Nonvoting Common Stock); provided, however, that a Purchaser becoming a beneficial owner of more than 35% as a result of if the Company taking takes any direct or indirect action that results in the number of outstanding shares of capital stock Common Stock outstanding being reduced (e.g. stock repurchases), no Purchaser shall be deemed to have breached this Section 4.2(a) as a result of such action. The Company agrees that it shall not take any action, including the adoption or maintenance of a shareholder rights plan, which would prohibit or restrict the Purchasers from purchasing securities of the Company which purchases would be a breach of permitted by this Section 4.24.2(a). (b) The Purchasers agree that, during During the Restricted Period without the prior written consent of the Board of Directors of the Company, neither of them will at any time, nor will a Purchaser cause, suffer or permit any of its Restricted Affiliates the Purchasers agree not to, directly or indirectly: (i) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company; (ii) make, or in any way participate in, any solicitation of proxies to vote any securities of the Company under any circumstances for a change in the directors or management of the Company, or in connection with a merger or acquisition of the Company, or deposit any securities of the Company in a voting trust or subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (iii) shall not prohibit any Purchaser or any of their respective Restricted Affiliates from voting any securities of the Company in their discretion); (iiiii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of securities of the Company that describes any plans or proposals required to be disclosed in response to any of clauses (a) through (j) of Item 4 of any Schedule 13D (or any amendment thereto); (iii) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving than a group including solely the CompanyPurchasers and their Affiliates; (iv) formulate or disclose any intention, plan or arrangement to change any of the directors members of the Board of Directors, any of the executive officers of the Company or management the certificate of incorporation or bylaws of the Company, other than to the Company, directors of the Company, shareholders of the Company that have a representative on the Board of Directors or the Purchasers’ representatives and advisors; (v) publicly disclose any intention, plan or arrangement inconsistent with the foregoing, or (vvi) advise, assist or encourage any other Persons in connection with any of the foregoing. (It is ; it being understood and agreed that nothing in this Section 4.2(b) shall restrict or prohibit the Series B Designee Director or TCV Designee, or any other representative of the Purchasers who is a director of the Company, from taking any action, or refraining from taking any action, required which he or she determines, in connection with his or her sole discretion, is necessary to fulfill his or her fiduciary dutiesduties as a member of the Board of Directors.) (c) The provisions of Section 4.2(a) and (b) shall terminate in the event that the Board of Directors of the Company shall: (i) approve a tender offer for a majority of the outstanding capital stock of the Company; (ii) liquidate the Company or sell all or substantially all of the assets of the Company to another Person; (iii) approve a merger or consolidation of the Company with any other Person that would result in the voting securities of the Company outstanding immediately prior thereto representing less than a majority of the voting power to elect a majority of the board of directors or similar body of the Person surviving such merger or resulting from such consolidation; or (iv) sell or otherwise issue to any Person voting securities of the Company that would result in such Person having a majority of the combined voting power of the voting securities of the Company. For purposes hereof, “voting power” means the power to vote in the election of directors generally. (d) The provisions of Section 4.2(a) and (b) shall be reinstated and shall apply in full force according to their terms in the event that: (i) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of a tender offer under clause (c)(i) above, such tender offer (as originally made or as extended or modified) shall have terminated (without any securities a majority of the outstanding capital stock of the Company being accepted thereunder for purchase) prior to the commencement of a tender offer by any Purchaser or any of its Restricted Affiliates that would have been permitted pursuant to clause (c)(i) as a result of such third-party tender offer; (ii) any tender offer by any Purchaser or any of its Restricted Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to clause (c)(ii) through (iv) shall have terminated (without any securities a majority of the outstanding capital stock of the Company being accepted thereunder for purchase); or (iii) if the provisions of Section 4.2(a) and (b) shall have terminated as a result of clause (c)(i), (iii) or (iv), the Board of Directors of the Company shall have determined to rescind or abandon the previous action described in clause (c)(iic)(i) through (iv) (and no such action shall have closed). Upon reinstatement of the provisions of Section 4.2(a) and (b), the preceding provisions of this Section 4.2 shall continue to govern, including, without limitation, those that provide for the termination of any of the provisions of this Section 4.3 4.2 in the event that any of the events described in clause (c) shall occur.