Common use of Restrictions on Purchases Clause in Contracts

Restrictions on Purchases. (a) Without the approval of the Board of Directors of the Company, during the Standstill Period Cascade shall not and shall not permit any of its subsidiaries (which shall include all entities that Cascade controls, whether in corporate or non-corporate form) to, directly or indirectly: (1) acquire, propose or agree to acquire, by purchase or otherwise, Voting Securities if such acquisition would result in Cascade having beneficial ownership of 20% or more of the outstanding Voting Securities (such percentage of Voting Securities, the “Percentage Limitation”) except (i) by way of stock dividends or other distributions by the Company made available to holders of Voting Securities generally or (ii) pursuant to a Permitted Acquisition Transaction; (2) form or join any “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities other than a group, if any, consisting solely of Cascade, any of its subsidiaries and Xxxxxxx X. Xxxxx III; (3) deposit any Voting Securities in a voting trust or subject any Voting Securities to any voting agreement or similar arrangement with respect to the voting of such Voting Securities; or (4) directly or indirectly become a “participant” in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A under the Exchange Act) to vote, or to seek to influence any person or entity with respect to the voting of, any Voting Securities, except in accordance with matters recommended by the Board of Directors of the Company. (b) Anything to the contrary contained in Section 2(a) notwithstanding: (1) for the avoidance of doubt, nothing in Section 2(a) shall apply to any portfolio company of Cascade with respect to which Cascade or any of its subsidiaries is not the party exercising control over the decision to purchase Voting Securities, provided that such portfolio company is not acting at the request or direction of or in coordination with Cascade or any of its subsidiaries; (2) Cascade will not be deemed in violation of Section 2(a) if the beneficial ownership of Cascade exceeds the Percentage Limitation solely as a result of an acquisition of Voting Securities by the Company or its subsidiaries (including as a result of a redemption or repurchase by the Company of any Voting Securities) that, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by Cascade (and its subsidiaries), provided that Cascade does not acquire additional Voting Securities in violation of Section 2(a) after it has been notified by the Company of such acquisition of Voting Securities by the Company (or its subsidiaries); and (3) nothing contained in Section 2(a) shall prevent Cascade (or any of its subsidiaries) from voting any Voting Securities then beneficially owned by Cascade (or any of its subsidiaries) in any manner. (c) For purposes of determining compliance with this Section 2, Cascade shall be entitled to rely without independent investigation upon the most recent publicly available Form 10-K, Form 10-Q or Form 8-K (or any successor form) of the Company filed with the Commission reporting the number of Voting Securities then issued and outstanding.

Restrictions on Purchases. (a) Without During the Standstill Period, each of the Trust and Cascade agrees that it shall not, and agrees that it shall cause its current and future subsidiaries and Affiliates (which shall include Persons that it controls, is controlled by or is under common control with) not to (the Trust, Cascade and such subsidiaries and Affiliates being referred to as the “Prohibited Persons”), directly or indirectly, without the prior written approval of the Board of Directors of the Company, during the Standstill Period Cascade shall not and shall not permit any of its subsidiaries (which shall include all entities that Cascade controls, whether in corporate or non-corporate form) to, directly or indirectly: (1) acquire, propose or agree to acquire, by purchase or otherwise, Voting Securities shares of Common Stock if such acquisition would result in Cascade the Prohibited Persons collectively having beneficial ownership Beneficial Ownership of 2025% or more of the then outstanding Voting Securities shares of Common Stock (such percentage of Voting Securitiesthe then outstanding Common Stock, the “Percentage Limitation”) except (i) by way of stock dividends or other distributions by the Company made available to holders of Voting Securities shares of Common Stock generally or (ii) pursuant to a Permitted Acquisition Transaction; (2) form or join any “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities shares of Common Stock other than a group, if any, consisting solely of CascadeGates, the Trust, Cascade and/or any of its subsidiaries and Xxxxxxx X. Xxxxx IIItheir subsidiaries; (3) deposit any Voting Securities shares of Common Stock in a voting trust or subject any Voting Securities shares of Common Stock to any voting agreement or similar arrangement with respect to the voting of such Voting Securities; orshares of Common Stock; (4) directly or indirectly become a “participant” in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A under the Exchange Act) to votevote or solicitation of written consents to action, or to seek to influence any person or entity Person with respect to the voting of, any Voting Securitiesshares of Common Stock, except in accordance with matters recommended by the Board of Directors of the Company; or (5) take any action, alone or in concert with any other Person or “group” within the meaning of Section 13(d)(3) of the Exchange Act, to seek control of the Company or otherwise seek to circumvent the limitations of the provisions of this Agreement. Without limiting the generality of the foregoing and other than in compliance with this Agreement, each of the Trust and Cascade shall not, and shall cause the Prohibited Persons not to, (i) present to the Company or to any third party any proposal that can reasonably be expected to result in a change of control of the Company or in any increase of the Prohibited Persons’ Beneficial Ownership beyond the Percentage Limitation, (ii) publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another Person engage in a transaction or group of transactions that would result in a change of control of the Company or in any increase of the Prohibited Persons’ Beneficial Ownership beyond the Percentage Limitation, or (iii) initiate, request, induce or attempt to induce or give encouragement to any other Person to initiate any proposal that can reasonably be expected to result in a change of control of the Company or in any increase of the Prohibited Persons’ Beneficial Ownership beyond the Percentage Limitation. (b) Anything to the contrary contained in Section 2(a) notwithstanding: (1) for the avoidance of doubt, nothing in Section 2(a) shall apply to any portfolio company of Gates, the Trust or Cascade with respect to which none of Gates, the Trust, or Cascade or nor any of its their subsidiaries is not the party exercising control over the decision to acquire or purchase Voting Securitiesor otherwise obtain Beneficial Ownership of, or the voting of, shares of Common Stock, provided that such portfolio company is not acting at the request or direction of or in coordination with Gates, the Trust, Cascade or any of its their subsidiaries; (2) Cascade there will not be a deemed in violation of Section 2(a) if the beneficial ownership Beneficial Ownership of Cascade then outstanding shares of Common Stock by the Prohibited Persons exceeds the Percentage Limitation solely as a result of an acquisition of Voting Securities shares of Common Stock by the Company or its subsidiaries (including without limitation as a result of a redemption or repurchase by the Company of any Voting Securitiesshares of Common Stock) that, by reducing the number of Voting Securities shares of Common Stock outstanding, increases the proportionate number of Voting Securities beneficially owned shares of Common Stock Beneficially Owned by Cascade (and its subsidiaries)the Prohibited Persons, provided that Cascade does not acquire no Prohibited Person acquires Beneficial Ownership of additional Voting Securities Common Stock in violation of Section 2(a) after it has Cascade and the Trust have been notified by the Company of such acquisition of Voting Securities shares of Common Stock by the Company (or its subsidiaries); and (3) nothing contained in Section 2(a) shall prevent Cascade (or any of its subsidiaries) Prohibited Person from voting any Voting Securities shares of Common Stock then beneficially owned Beneficially Owned by Cascade (or any of its subsidiaries) such Prohibited Person in any manner. (c) For purposes of determining compliance with this Section 22 and determining the number of shares of Common Stock outstanding at any given time, the Trust and Cascade shall be entitled to rely without independent investigation upon the most recent publicly available Form 10-K, Form 10-Q or Form 8-K (or any successor form) of the Company filed with the Commission reporting the number of Voting Securities shares of Common Stock then issued and outstanding.

Restrictions on Purchases. (a) Without the approval of the Board of Directors of the Company, during the Standstill Period Cascade shall not and shall not permit any of its subsidiaries (which shall include all entities that Cascade controls, whether in corporate or non-corporate form) to, directly or indirectly: (1) acquire, propose or agree to acquire, by purchase or otherwise, Voting Securities if such acquisition would result in Cascade having beneficial ownership of 20% or more of the outstanding Voting Securities (such percentage of Voting Securities, the “Percentage Limitation”) except (i) by way of stock dividends or other distributions by the Company made available to holders of Voting Securities generally or (ii) pursuant to a Permitted Acquisition Transaction; (2) form or join any “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to Voting Securities other than a group, if any, consisting solely of Cascade, any of its subsidiaries and Xxxxxxx X. Xxxxx III; (3) deposit any Voting Securities in a voting trust or subject any Voting Securities to any voting agreement or similar arrangement with respect to the voting of such Voting Securities; or (4) directly or indirectly become a “participant” in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A under the Exchange Act) to vote, or to seek to influence any person or entity with respect to the voting of, any Voting Securities, except in accordance with matters recommended by the Board of Directors of the Company. (b) Anything to the contrary contained in Section 2(a) notwithstanding: (1) for the avoidance of doubt, nothing in Section 2(a) shall apply to any portfolio company of Cascade with respect to which Cascade or any of its subsidiaries is not the party exercising control over the decision to purchase Voting Securities, provided that such portfolio company is not acting at the request or direction of or in coordination with Cascade or any of its subsidiaries; (2) Cascade will not be deemed in violation of Section 2(a) if the beneficial ownership of Cascade exceeds the Percentage Limitation solely as a result of an acquisition of Voting Securities by the Company or its subsidiaries (including as a result of a redemption or repurchase by the Company of any Voting Securities) that, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by Cascade (and its subsidiaries), provided that Cascade does not acquire additional Voting Securities in violation of Section 2(a) after it has been notified by the Company of such acquisition of Voting Securities by the Company (or its subsidiaries); and (3) nothing contained in Section 2(a) shall prevent Cascade (or any of its subsidiaries) from voting any Voting Securities then beneficially owned by Cascade (or any of its subsidiaries) in any manner. (c) For purposes of determining compliance with this Section 2, Cascade shall be entitled to rely without independent investigation upon the most recent publicly available Form 10-K, Form 10-Q or Form 8-K (or any successor form) of the Company filed with the Commission reporting the number of Voting Securities then issued and outstanding.of