Common use of Restrictions on Business Combinations Clause in Contracts

Restrictions on Business Combinations. The Shareholders agree that they and their Affiliates will not (and each of the Shareholders agrees that it will cause its Affiliates not to) consummate any tender offer, exchange offer, merger or other business combination, recapitalization or similar transaction involving the Company or any of its subsidiaries unless approved by (i) a majority of members of a special committee consisting of all of the Independent Directors and (ii) a majority of the shares voted by holders of shares of Common Stock (or other Voting Securities) of the Company not owned by the Shareholders or their Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer, the offer has a minimum condition that a majority of the Unaffiliated Shares shall have been validly tendered and not withdrawn and the offer provides that it will be extended for 10 business days after the Shareholders have publicly announced that such minimum condition has been satisfied. In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree that they and their Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.

Restrictions on Business Combinations. The Shareholders agree Shareholder agrees that they it and their its Affiliates will not (and each of the Shareholders Shareholder agrees that it will cause its Affiliates not to) consummate any tender offer, exchange offer, merger or other business combination, recapitalization or similar transaction involving the Company or any of its subsidiaries unless approved by (i) a majority of members of a special committee consisting of all of the Independent Directors and (ii) a majority of the shares voted by holders of shares of Common Stock (or other Voting Securities) of the Company not owned by the Shareholders Shareholder or their its Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer, the offer has a minimum condition that a majority of the Unaffiliated Shares shall have been validly tendered and not withdrawn and the offer provides that it will be extended for 10 business days after the Shareholders have Shareholder has publicly announced that such minimum condition has been satisfied. In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree Shareholder agrees that they it and their its Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.

Restrictions on Business Combinations. The Shareholders agree Shareholder agrees that they it ------------------------------------- and their its Affiliates will not (and each of the Shareholders Shareholder agrees that it will cause its Affiliates not to) consummate any tender offer, exchange offer, merger or other business combination, recapitalization or similar transaction involving the Company or any of its subsidiaries unless approved by (i) a majority of members of a special committee consisting of all of the Independent Directors and (ii) a majority of the shares voted by holders of shares of Common Stock (or other Voting Securities) of the Company not owned by the Shareholders Shareholder or their its Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer, the offer has a minimum condition that a majority of the Unaffiliated Shares shall have been validly tendered and not withdrawn and the offer provides that it will be extended for 10 business days after the Shareholders have Shareholder has publicly announced that such minimum condition has been satisfied. In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree Shareholder agrees that they it and their its Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.