Standstill Exceptions. Notwithstanding any other provision hereof, the parties hereto agree that the restrictions contained in Section 2.1 shall:
Standstill Exceptions. Notwithstanding Sections 4.01 and 4.02, during the Standstill Period, the Investor Parties:
Standstill Exceptions. (a) Notwithstanding Section 3.1, from and after the date hereof, (i) the Investor or its Affiliates may acquire Beneficial Ownership of additional shares of Common Stock in the open market in the ordinary course of business consistent with past practice and solely for investment purposes up to an aggregate maximum amount over the term of this Agreement equal to 1% of the outstanding Common Stock of the Company at any given time, and (ii) at any time during the term of this Agreement (subject to applicable Law), the Investor or its Affiliates may acquire Beneficial Ownership of additional shares of Common Stock in the open market, if after giving effect to any acquisition of Beneficial Ownership of additional shares of Common Stock, the number of shares of Common Stock Beneficially Owned by the Investor and its Affiliates would not exceed the Standstill Interest, without regard to whether such purchases are made in the ordinary course of business consistent with past practice and solely for investment purposes.
Standstill Exceptions. Notwithstanding anything in Section 3.1 to the contrary, the Investor shall be permitted to (a) acquire Beneficial Ownership of up to 20% of the issued and outstanding shares of the Company Common Stock at any time; provided, however, that in no event shall the Investor acquire shares of the Company Common Stock if such acquisition would result in the Investor having Beneficial Ownership of shares of the Company Common Stock in excess of the Ownership Limit, and (b) after the Closing and for so long as the Company is subject to the Takeover Code (i) at any time accept (or vote in favour of) an offer to acquire the issued and to be issued share capital of the Company or (ii) execute and deliver an irrevocable commitment or undertaking to accept, or otherwise agreeing to accept (or vote in favour of) such an offer.
Standstill Exceptions. (a) Notwithstanding Section 2.01, CMA and its Affiliates may take any of the actions described in clauses (a) through (f) of Section 2.01, (i) during the period beginning on the date that (x) the Company or its shareholders receive an unsolicited bona fide tender offer or exchange offer from any Person (excluding CMA and its Affiliates) to acquire at least a majority of the outstanding shares of Common Stock, or (y) any Person (including the Company, but excluding CMA and its Affiliates) publicly announces a bona fide proposal or offer, or commences a proxy contest, to effect Change of Control, and in each case ending on the date that the Board delivers written notice to CMA that in the Board’s good faith determination such offer or proposal or proxy contest has concluded or been withdrawn, (ii) in response to or in connection with any vote, offer or other transaction contemplated in subsections (c) and (d) of Section 2.01 that has been approved by the Board and/or for which the Board has granted its recommendation, or (iii) with the Company’s prior consent.
Standstill Exceptions. Notwithstanding the provisions of Section 4.1:
Standstill Exceptions. (a) Notwithstanding Sections 3.01 and 3.02, but subject to the provisions of Section 3.03(b) and Section 3.03(c):
Standstill Exceptions. (a) If and only if a Person that is not (i) a member of the Shareholder Group or (ii) acting on behalf of, in concert with or with the encouragement of any member of the Shareholder Group commences a Bona Fide Offer, then either the Shareholder or Samsung or one of their Subsidiaries (one such party, the “Requesting Party”) shall be permitted to make a private, confidential and written communication to either the Company’s Chief Executive Officer, Chairperson of the Board or the Board (at election of the Requesting Party making such communication) solely to request permission to submit a Competing Offer; provided, that such request would not be reasonably likely to require disclosure or other public announcement by the Shareholder, any member of the Shareholder Group, the Company or any of their respective Affiliates; provided, however, that the right to submit such request shall terminate, and the Requesting Party shall immediately withdraw any request that it has previously submitted (and any such request shall terminate), if such Bona Fide Offer is withdrawn or terminated (or such Bona Fide Offer ceases to be a Bona Fide Offer) prior to the submission by the Requesting Party of a Competing Offer (with respect to which consent to the making of such Competing Offer was provided by the Company in accordance with this Section 2.2). For the avoidance of doubt, if such Bona Fide Offer is withdrawn or terminated (or such Bona Fide Offer ceases to be a Bona Fide Offer), the right of any Requesting Party to submit any further request shall terminate and the Requesting Party shall not have a right to amend or modify any existing request or Competing Offer (unless another Bona Fide Offer has commenced and is pending).
Standstill Exceptions. Notwithstanding Sections 4.01 and 4.02: 37
