Common use of Restrictions on the Company Clause in Contracts

Restrictions on the Company. (i) The Company shall not cause or permit the transfer of any Shares of the Company to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. (ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. (iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Xxxxxxx Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Xxxxxxx Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered. (iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company. (v) The Company shall not enter into any agreement relating to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Donees.

Restrictions on the Company. Neither Issuer and no Subsidiary: (a) is a party to any contract or agreement, or subject to any charter or other corporate restriction that, in the aggregate for all such contracts, agreements, and charter and corporate restrictions, is reasonably likely to have a Material Adverse Effect; (b) is a party to any contract or agreement that restricts its right or ability to incur Debt, to make guarantees or to issue Common Stock of the Company, as the case may be, other than the Financing Documents and the agreements listed on Part 2.9(b) of Annex 3, none of which restricts the issuance and sale of the Purchased Securities or the execution and delivery of or the compliance with this Agreement or the other Financing Documents by the Issuers and the Affiliate Guarantors; (c) has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the provisions of the Note Agreement; or (d) is (other than as identified on Part 2.9(d) of Annex 3) subject to any encumbrance, restriction, limitation or prohibition on the ability of any Subsidiary, whether by agreement, amendment or modification of any existing agreement or otherwise, to: (i) The Company shall not cause pay dividends or permit make any other distributions on the transfer Capital Stock of such Subsidiary or any Shares of the Company to be made on other interest or participation measured by its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company.profits; (ii) Except pay any Debt or other indebtedness or obligation owed to the extent provided in subparagraph 1(b)(iv) hereof, after the death Company or any other Subsidiary owning Capital Stock of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action.Subsidiary; (iii) In make loans or advances to the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Xxxxxxx Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Xxxxxxx Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered.Company; (iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering transfer any of Company Stock its Property to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company.; or (v) The Company shall not enter into any agreement relating or become obligated in respect of the Affiliate Guaranty; in each case, except for such encumbrances, restrictions, limitations or prohibitions existing under or by reason of applicable law. True, correct and complete copies of each of the agreements, if any, listed on Part 2.9(b) of Annex 3 and Part 2.9(d) of Annex 3 have been provided to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Doneesyou.

Restrictions on the Company. (i) The Company shall not cause or permit the transfer of any Shares of the Company to be made on its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. (ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. (iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “"the Selling Xxxxxxx Shareholders”") to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Xxxxxxx Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered. (iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering of Company Stock to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company. (v) The Company shall not enter into any agreement relating to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Donees.

Restrictions on the Company. Neither Issuer and no Subsidiary: (a) is a party to any contract or agreement, or subject to any charter or other corporate restriction that, in the aggregate for all such contracts, agreements, and charter and corporate restrictions, is reasonably likely to have a Material Adverse Effect; (b) is a party to any contract or agreement that restricts its right or ability to incur Debt, to make guarantees or to issue Common Stock of the Company, as the case may be, other than the Financing Documents and the agreements listed on PART 2.9(B) OF ANNEX 3, none of which restricts the issuance and sale of the Purchased Securities or the execution and delivery of or the compliance with this Agreement or the other Financing Documents by the Issuers and the Affiliate Guarantors; (c) has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its Property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by the provisions of the Note Agreement; or (d) is (other than as identified on PART 2.9(D) OF ANNEX 3) subject to any encumbrance, restriction, limitation or prohibition on the ability of any Subsidiary, whether by agreement, amendment or modification of any existing agreement or otherwise, to: (i) The Company shall not cause pay dividends or permit make any other distributions on the transfer Capital Stock of such Subsidiary or any Shares of the Company to be made on other interest or participation measured by its books except to reflect (A) a transfer of Shares made pursuant to the terms of this Agreement or (B) subject to subparagraph 1(b)(iii) below, a sale of Shares of the Company pursuant to a Public Offering or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying the exercise of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company.profits; (ii) Except pay any Debt or other indebtedness or obligation owed to the extent provided in subparagraph 1(b)(iv) hereof, after the death Company or any other Subsidiary owning Capital Stock of either Original Shareholder, the Company shall not do any of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action.Subsidiary; (iii) In make loans or advances to the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Xxxxxxx Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Xxxxxxx Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered.Company; (iv) Subparagraph 1(b)(ii)(B) hereof shall not apply after a Public Offering transfer any of Company Stock its Property to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility) of the Company.; or (v) The Company shall not enter into any agreement relating or become obligated in respect of the Affiliate Guaranty; in each case, except for such encumbrances, restrictions, limitations or prohibitions existing under or by reason of applicable law. True, correct and complete copies of each of the agreements, if any, listed on PART 2.9(B) OF ANNEX 3 and PART 2.9(D) OF ANNEX 3 have been provided to registration rights with respect to Company Shares that would result in registration rights with respect to Shares owned by DBrennan each Purchaser and his Permitted Donees being other than identical to registration rights with respect to Shares owned by JBrennan and his Permitted Doneesthe Purchasers' special counsel.

Restrictions on the Company. (a) Subject to subsection (b) of this Section 6.1, the Company will not, and will not permit any of its Subsidiaries to take, directly or indirectly, any of the following actions (i) The Company shall not cause without the affirmative vote or permit the transfer prior written consent of GSCP, so long as GSCP, together with its Affiliates, holds a majority of the Securities, and (ii) thereafter, without the affirmative vote or the prior written consent of the holders of a majority of the Securities, voting together as a class: (i) except as contemplated by the Agreements, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of any Shares notes or debt securities ranking senior to, or PARI PASSU with, the Notes with respect to the payment of interest, repayment, redemption, distributions upon liquidation or otherwise, other than notes and debt securities issued in connection with (x) obligations relating to real property leases ("Lease Obligations") or (y) Indebtedness which by its terms must be paid or discharged by the Company to be made on or its books except to reflect Subsidiaries within one year (A"Current Indebtedness") so long as the Company and its Subsidiaries do not have outstanding Lease Obligations and Current Indebtedness, which, in the aggregate (not including Lease Obligations incurred by the Company in connection with the entering into by the Company of a transfer of Shares made lease for the Northland Interstate Business Center if such lease is pursuant to terms substantially similar to those set forth in the terms of this Agreement or (Lease Proposal attached hereto as Exhibit B) subject to subparagraph 1(b)(iiiexceed $5 million on a consolidated basis; (ii) belowpay, a sale declare or set aside any sums for the payment of, any dividends, or make any distributions, in respect of Shares any shares of the Company its capital stock or other equity interests; (iii) redeem, purchase or otherwise acquire any shares of its capital stock or other equity interests, including, without limitation, any Capital Stock Equivalents, other than such redemptions, purchases or acquisitions pursuant to a Public Offering any stock option or (C) subject to subparagraph 1(b)(ii) below, a transfer of Shares duly issued stock purchase plan approved by the Board of Directors for the business purposes of the Company including, but not limited to, acquiring interests in other businesses or entities, satisfying and by the exercise holders of stock options granted in the ordinary course of business and restructuring or recapitalizing the Company. (ii) Except to the extent provided in subparagraph 1(b)(iv) hereof, after the death of either Original Shareholder, the Company shall not do any a majority of the following: (A) issue or transfer (whether by gift, sale, pursuant to a merger or otherwise) capital stock of the Company if such issue or transfer would result in a Disproportionate Effect (as hereinafter defined); (B) issue any warrants, options or other rights to subscribe to or purchase capital stock of the Company unless, with respect to any such issue, all such warrants, options or other rights are identical and the simultaneous exercise of all such warrants, options or other rights would not result in a Disproportionate Effect; (C) issue any securities, instruments or rights convertible into capital stock of the Company unless, with respect to any such issue, all such securities, instruments or rights are identical and the simultaneous conversion of all such securities, instruments or rights would not result in a Disproportionate Effect; or (D) purchase, redeem or otherwise acquire any Shares unless, with respect to any such purchase, redemption or acquisition of Shares, all such Shares are purchased, redeemed or acquired on identical terms and such purchase, redemption or acquisition does not result in a Disproportionate Effect. An action will be deemed to result in a Disproportionate Effect if such action disproportionately affects (including, but not limited to, by dilution of number of shares, voting rights or value) the relative stockholdings of DBrennan and his Permitted Donees (as hereinafter defined) considered as a group and JBrennan and his Permitted Donees considered as a group, determined with respect to both groups immediately prior to the action. (iii) In the event of a Public Offering pursuant to which Shareholders are permitted to sell Shares, the Company and the Board of Directors shall use their best efforts to take such action so as to enable each Original Shareholder and each Permitted Donee of an Original Shareholder who is otherwise permitted to and elects to sell Shares in such Public Offering (all of whom in the aggregate are hereinafter referred to as “the Selling Xxxxxxx Shareholders”) to sell that fraction of the total number of registered Shares permitted to be sold by the Selling Xxxxxxx Shareholders in such Public Offering, the numerator of which is the number of Shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by such Shareholder and the denominator of which is the total number of shares (other than Original Voting Trust Shares required to be retained in the Voting Trust) owned by all such Selling Xxxxxxx Shareholders. Notwithstanding the foregoing provisions of this subparagraph, if both Original Shareholders are living and mutually agree, the foregoing allocation may be altered.Securities; (iv) Subparagraph 1(b)(ii)(Bconsolidate or merge with or into any Person or enter into any similar business combination transaction (including, without limitation, sale of all or substantially all of its assets) hereof shall not apply after a Public Offering or effect any transaction or series of Company Stock transactions pursuant to warrants, options or other rights to subscribe to or purchase capital stock of the Company issued to an Original Shareholder who is actively involved in the management of the Company as compensation for services rendered by such Original Shareholder as an employee of the Company provided that such warrants, options or other rights are issued upon the recommendation of the Compensation Committee of the Board of Directors which more than fifty percent (and such Committee shall be comprised of unaffected directors) and approval by the Shareholders. For these purposes, an Original Shareholder will be deemed to be actively involved in the management of the Company if such Original Shareholder holds the position of President and Chief Executive Officer (or a position of comparable status and responsibility50%) of the Company.its Voting Securities are transferred to another Person; (v) The acquire a majority of the shares of capital stock or other equity interests of, or a majority of the assets of, any Person (it being understood that nothing in this clause (v) shall be interpreted to prohibit the Company shall from establishing any wholly-owned Subsidiary so long as the establishment of such wholly-owned Subsidiary is not for the purpose of acquiring any shares of capital stock, equity interests or assets in any acquisition otherwise prohibited by this clause (v)); (vi) enter into any agreement relating to registration rights transaction with respect to any Affiliate or Associate of the Company Shares that would result in registration rights with respect to Shares owned by DBrennan and his Permitted Donees being or any of its Subsidiaries, including, without limitation, any director or officer of the Company or any of its Subsidiaries (or any relative or Affiliate of any such Person), other than identical any such transaction or series of related transactions which are not material to registration rights the Company or any of its Subsidiaries and which are on terms no less favorable to the Company and its Subsidiaries than would be obtained in a comparable arms' length transaction with respect to Shares owned by JBrennan any Person not an Affiliate or Associate of the Company or any of its Subsidiaries; or (vii) enter into any line of business other than the designing, manufacturing and his Permitted Doneesmarketing of small-scale drinking water treatment systems and related household and consumer products. (b) Notwithstanding subsection (a) of this Section 6.1, for purposes of calculating whether the Company has obtained the affirmative vote or prior written consent of the holders of a majority of the Securities for actions listed in clauses (i), (ii) and (iii) contained in subsection (a) of this Section 6.1, shares of Common Stock which were issued upon conversion of any Notes shall not be considered "Securities".