Common use of Standstill Exceptions Clause in Contracts

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. (b) Notwithstanding anything herein to the contrary, Section 3.1 shall not prohibit: (i) any purchase of securities of the Company made by the Investor pursuant to, and in accordance with, its preemptive rights set forth in Article V; (ii) any trading or investment activities of any unaffiliated third-party external investment manager of the Investor or its Affiliates who acts in its sole discretion and who is not otherwise acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) with the Investor or its Affiliates that purchases securities of the Company on behalf of the Investor or its Affiliates in the ordinary course of the manager’s investment management functions and without direction to do so from the Investor and/or its Affiliates; provided, that neither the Investor nor any of its directors, officers, employees or professional advisors shall, directly or indirectly, communicate, disseminate or otherwise disclose confidential information relating to the Company and its Subsidiaries to such external investment managers; (iii) the Investor or its Affiliates from engaging in hedging activities involving index-linked instruments, provided that securities of the Company represent not more than 10% of the underlying index; or (iv) the acquisition of any Common Stock pursuant to any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary dividends, reorganization, recapitalization, reclassification, combination, exchange of shares with the Company or other like change with respect to Common Stock.

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. (b) Notwithstanding anything herein to the contrary, Section 3.1 shall not prohibit: (i) any purchase of securities of the Company made by the Investor pursuant to, and in accordance with, its preemptive rights set forth in Article V; (ii) any trading or investment activities of any unaffiliated third-party external investment manager of the Investor or its Affiliates who acts in its sole discretion and who is not otherwise acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) with the Investor or its Affiliates that purchases securities of the Company on behalf of the Investor or its Affiliates in the ordinary course of the manager’s investment management functions and without direction to do so from the Investor and/or its Affiliates; provided, that neither the Investor nor any of its directors, officers, employees or professional advisors shall, directly or indirectly, communicate, disseminate or otherwise disclose confidential information relating to the Company and its Subsidiaries to such external investment managers; (iii) the Investor or its Affiliates from engaging in hedging activities involving index-linked instrumentsinstruments meeting [mutually agreed criteria]1, provided that securities of the Company represent not more than 10% of the underlying index; or (iv) the acquisition of any Common Stock pursuant to any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary dividends, reorganization, recapitalization, reclassification, combination, exchange of shares with the Company or other like change with respect to Common Stock. 1 To be agreed by the parties prior to Closing.

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. (b) Notwithstanding anything herein to the contrary, Section 3.1 shall not prohibit: (i) any purchase of securities of the Company made by the Investor pursuant to, and in accordance with, its preemptive rights set forth in Article V; (ii) any trading or investment activities of any unaffiliated third-party external investment manager of the Investor or its Affiliates who acts in its sole discretion and who is not otherwise acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) with the Investor or its Affiliates that purchases securities of the Company on behalf of the Investor or its Affiliates in the ordinary course of the manager’s investment management functions and without direction to do so from the Investor and/or its Affiliates; provided, that neither the Investor nor any of its directors, officers, employees or professional advisors shall, directly or indirectly, communicate, disseminate or otherwise disclose confidential information relating to the Company and its Subsidiaries to such external investment managers; (iii) the Investor or its Affiliates from engaging in hedging activities involving index-linked instrumentsinstruments meeting [mutually agreed criteria]1, provided that securities of the Company represent not more than 10% of the underlying index; or (iv) the acquisition of any Common Stock pursuant to any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary dividends, reorganization, recapitalization, reclassification, combination, exchange of shares with the Company or other like change with respect to Common Stock.

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.whether (b) Notwithstanding anything herein to the contrary, Section 3.1 shall not prohibit: (i) any purchase of securities of the Company made by the Investor pursuant to, and in accordance with, its preemptive rights set forth in Article V; (ii) any trading or investment activities of any unaffiliated third-party external investment manager of the Investor or its Affiliates who acts in its sole discretion and who is not otherwise acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) (a “Group”) with the Investor or its Affiliates that purchases securities of the Company on behalf of the Investor or its Affiliates in the ordinary course of the manager’s investment management functions and without direction to do so from the Investor and/or its Affiliates; provided, that neither the Investor nor any of its directors, officers, employees or professional advisors shall, directly or indirectly, communicate, disseminate or otherwise disclose confidential information relating to the Company and its Subsidiaries to such external investment managers; (iii) the Investor or its Affiliates from engaging in hedging activities involving index-linked instruments, provided that securities of the Company represent not more than 10% of the underlying index; or (iv) the acquisition of any Common Stock pursuant to any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), extraordinary dividends, reorganization, recapitalization, reclassification, combination, exchange of shares with the Company or other like change with respect to Common Stock.