Common use of Transactional Exemption Clause in Contracts

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (c) to Section 35 of the Rights Agreement: (c) The foregoing or any provision to the contrary in this Agreement notwithstanding, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “Equityholders”), pursuant to the approval, execution, delivery or performance of that certain Agreement and Plan of Merger, dated June 13, 2011, by and among the Company, RG Merger Sub, S.A., a Honduran sociedad anonima, Rio Garment S. de X.X., a Honduran limited liability company, the Equityholders and the representative of the Equityholders as provided therein (as amended and supplemented from time to time, the “Merger Agreement”), nor (ii) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholder, shall cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof) or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Section 1(dd) and 3(a), respectively, of this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including, for the avoidance of doubt, the Holdback Shares (as defined in the Stockholder Rights Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company or any Affiliate of the Company) less than 34.9% of the issued and outstanding Common Shares.”

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “Equityholders”), pursuant to the approval, execution, delivery or nor performance by the respective parties thereto of that certain Agreement and Plan of MergerMerger dated as of May 2, dated June 13, 20112006 (the “Merger Agreement”), by and among the Company, RG Quantum Corporation, a Delaware corporation (“Parent”), and Agate Acquisition Corporation, a Washington corporation and wholly-owned subsidiary of Parent (“Merger Sub, S.A., a Honduran sociedad anonima, Rio Garment S. de X.X., a Honduran limited liability company”), the Equityholders execution, delivery and performance by the respective parties thereto of the Voting Agreements (as that term is defined in the Merger Agreement) (the Merger Agreement and the representative of the Equityholders Voting Agreements collectively being referred to herein as provided therein (as amended and supplemented from time to time, the “Merger AgreementTransaction Agreements”), nor the consummation of the Merger (iias that term is defined in the Merger Agreement) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholderother transactions contemplated by the Merger Agreement, shall cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) 1 hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Section 1(dd) and 3(a), respectively, 1 of this Agreement). (b) Notwithstanding anything to the contrary in this Agreement, provided thatthe provisions of Section 12 of this Agreement shall be deemed not to apply to the Merger or any other transactions contemplated by the Transaction Agreements.” 1.2 Subject to the provisions of Section 2 hereof, after giving effect to any acquisition(s) set forth in clauses the Rights Agreement is amended by deleting the word “and” between “(i) or … the “Expiration Date”)” and “(ii)” in Section 7(a) in this of the Rights Agreement and adding the following to the end of such Section 35(c7(a): “and (iii) (including, for the avoidance of doubt, the Holdback Shares Effective Time (as defined in the Stockholder Rights Merger Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company or any Affiliate of the Company) less than 34.9% of the issued and outstanding Common Shares.”

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of March 6, 2006 (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“XxxxxxxMerger Agreement”), Xxxxx Xxxx by and among the Company, Public Storage, Inc., a California corporation (“GrenParent”) ), and YIH III, Askl Sub LLC, a Delaware limited liability company and subsidiary of Parent (“YIH”, and together with Xxxxxxx and Gren, the “EquityholdersMerger Sub”), pursuant to the approval, execution, delivery or and performance by the respective parties thereto of the Voting Agreements (as that certain term is defined in the Merger Agreement) (the Merger Agreement and Plan of Merger, dated June 13, 2011, by and among the Company, RG Merger Sub, S.A., a Honduran sociedad anonima, Rio Garment S. de X.X., a Honduran limited liability company, the Equityholders and the representative of the Equityholders Voting Agreements collectively being referred to herein as provided therein (as amended and supplemented from time to time, the “Merger AgreementTransaction Agreements”), nor the consummation of the Merger (iias that term is defined in the Merger Agreement) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholderother transactions contemplated by the Merger Agreement, shall cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Section 1(ddSections 1(l) and 3(a), respectively, of this Agreement), provided that, after giving effect . (b) Notwithstanding anything to any acquisition(s) set forth in clauses (i) or (ii) the contrary in this Section 35(c) (including, for the avoidance of doubtAgreement, the Holdback Shares provisions of Section 13 of this Agreement shall be deemed not to apply to the Merger or any other transactions contemplated by the Transaction Agreements.” 1.2 Subject to the provisions of Section 2 hereof, the Rights Agreement is amended by deleting the word “and” between “(the “Redemption Date”)” and “(iii)” in Section 7(a) of the Rights Agreement and adding the following to the end of such Section 7(a): “and (iv) the Effective Time (as defined in the Stockholder Rights Merger Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company or any Affiliate of the Company) less than 34.9% of the issued and outstanding Common Shares.”

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, neither the execution, delivery nor performance by the respective parties thereto of that certain Agreement and Plan of Merger dated as of February 23, 2009 (i) as may be amended and/or supplemented, the acquisition of Common Shares by Xxxx Xxxxxxx (“XxxxxxxMerger Agreement”), Xxxxx Xxxx (“Gren”) by and YIH IIIamong the Company, NAF Holdings II, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “EquityholdersParent”), pursuant to the approvaland NAF Acquisition Corp., execution, delivery or performance a Delaware corporation and subsidiary of that certain Agreement and Plan of Merger, dated June 13, 2011, by and among the Company, RG Parent (“Merger Sub, S.A., a Honduran sociedad anonima, Rio Garment S. de X.X., a Honduran limited liability company, the Equityholders and the representative of the Equityholders as provided therein (as amended and supplemented from time to time, the “Merger Agreement”), nor the consummation of the Offer and the Merger (iias such terms are defined in the Merger Agreement) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholderother transactions contemplated by the Merger Agreement, shall cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Acquisition Date” or a “Distribution Date” (as those terms are defined in Section Sections 1(dd) and 3(a), respectively, of this Agreement), provided that, after giving effect . (b) Notwithstanding anything to any acquisition(s) set forth in clauses (i) or (ii) the contrary in this Section 35(c) (including, for the avoidance of doubtAgreement, the Holdback Shares provisions of Section 13 of this Agreement shall be deemed not to apply to the Merger or any other transactions contemplated by the Merger Agreement or the Offer Documents, the Ancillary Agreements or the Financing Agreements (as such terms are defined in the Merger Agreement).” 1.2 Subject to the provisions of Section 2 hereof, the Rights Agreement is amended by deleting the word “or” between “(the “Redemption Date”)” and “(iii)” in Section 7(a) of the Rights Agreement and adding the following to the end of such Section 7(a): “and (iv) the Effective Time (as defined in the Stockholder Merger Agreement). The Company shall promptly notify the Rights AgreementAgent in writing upon the occurrence of the Effective Time and, between if such notification is given orally, the Company and shall confirm same in writing as soon as practicable. Until such notice is received by the individuals and entities listed on Schedule A thereto)) Rights Agent, the Equityholders, together with their Affiliates and Associates, Beneficially Own in Rights Agent may presume conclusively for all purposes that the aggregate (but excluding any Common Shares of which Xxxxx Xxxx Effective Time has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company or any Affiliate of the Company) less than 34.9% of the issued and outstanding Common Sharesnot occurred.”

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstanding, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and GrenAgreement, the “Equityholders”), pursuant to the approval, execution, delivery or performance by the respective parties thereto of, and the consummation of the merger or any other transactions contemplated by, that certain Amended and Restated Agreement and Plan of MergerMerger dated as of June 29, dated June 132008, 2011as amended from time to time (the “Merger Agreement”), by and among the Company, RG Merger SubL-1 Identity Solutions, S.A.Inc. (“Parent”) and Dolomite Acquisition Co., a Honduran sociedad anonimaDelaware corporation and wholly owned subsidiary of Parent, Rio Garment S. de X.X., a Honduran including but not limited liability companyto, the Equityholders tender offer (the “Offer”) to purchase all outstanding shares of common stock, par value $0.001 per share, of the Company or other actions effected pursuant to the Offer the execution, delivery and performance by the respective parties thereto of the Support Agreement and the representative of the Equityholders as provided therein Spin-Off Agreements (as amended and supplemented from time to timesuch terms are defined in the Merger Agreement) (the Merger Agreement, the Spin-Off Agreements and all other ancillary documents relating to the transactions contemplated therein are collectively referred to herein as the “Merger AgreementTransaction Agreements”), nor (ii) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholder, shall not cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) 1 hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Distribution DateSection 13 Event” (as those terms are defined in Section 1(dd) and Sections 1, 3(a), 11(a)(ii) and 13(a) hereof, respectively, of ). (b) Notwithstanding anything to the contrary in this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including, for the avoidance of doubt, the Holdback Shares (as defined in provisions of Section 11 hereof shall be deemed not to apply to the Stockholder Rights Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company merger or any Affiliate of other transactions contemplated by the Company) less than 34.9% of the issued and outstanding Common SharesTransaction Agreements.”

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “Equityholders”), pursuant to the approval, execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or performance of any other transactions contemplated by, that certain Agreement and Plan of MergerMerger dated as of September 5, dated June 13, 20112002 (the "Merger Agreement"), by and among the Company, RG Merger SubInverness Medical Innovations, S.A.Inc. ("Parent") and Geras Acquisition Corp., a Honduran sociedad anonimaWashington corporation and a wholly owned subsidiary of Parent, Rio Garment S. de X.X., a Honduran including but not limited liability companyto, the Equityholders execution, delivery and performance by the respective parties thereto of the Voting Agreements and the representative of the Equityholders as provided therein Option Agreement (as amended and supplemented from time to timethose terms are defined in the Merger Agreement) (the Merger Agreement, the “Merger Agreement”Voting Agreements and the Option Agreement collectively being referred to herein as the "Transaction Agreements"), nor (ii) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholder, shall cause any such Person to become an “"Acquiring Person” " (as that term is defined in Section 1(a) hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “"Shares Acquisition Date” " or a “"Distribution Date” " (as those terms are defined in Section 1(ddSections 1(l) and 3(a)) hereof, respectively, of ). (b) Notwithstanding anything to the contrary in this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including, for the avoidance of doubt, the Holdback Shares (as defined in provisions of Sections 13 and 25 hereof shall be deemed not to apply to the Stockholder Rights Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company merger or any Affiliate of other transactions contemplated by the Company) less than 34.9% of the issued and outstanding Common SharesTransaction Agreements.”"

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstandingAgreement, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and Gren, the “Equityholders”), pursuant to the approval, execution, delivery nor performance by the respective parties thereto of, nor the consummation of the merger or performance of any other transactions contemplated by, that certain Agreement and Plan of MergerMerger dated as of September 6, 2002, as amended by that certain amendment (the "Amendment") dated June 13as of February 18, 20112003 (the "Merger Agreement"), by and among the Company, RG Merger SubInverness Medical Innovations, S.A.Inc. ("Parent") and Geras Acquisition Corp., a Honduran sociedad anonimaWashington corporation and a wholly owned subsidiary of Parent, Rio Garment S. de X.X., a Honduran including but not limited liability companyto, the Equityholders execution, delivery and performance by the representative respective parties thereto of the Equityholders as provided therein Merger Agreement (as amended and supplemented from time to timeby the Amendment), the “Amendment, the Voting Agreement (as amended by the Voting Agreement Amendment), the Voting Agreement Amendment, the Loan Agreement Amendment and the Option Agreement (as those terms are defined in the Merger Agreement”) (the Merger Agreement (as amended by the Amendment), nor the Amendment, the Voting Agreement (ii) as amended by the acquisition of Common Shares after September 1Voting Agreement Amendment), 2011 by any Equityholder or any Affiliate or Associate of any Equityholderthe Voting Agreement Amendment, the Loan Agreement Amendment and the Option Agreement collectively being referred to herein as the "Transaction Agreements"), shall cause any such Person to become an “"Acquiring Person” " (as that term is defined in Section 1(a) hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “"Shares Acquisition Date” " or a “"Distribution Date” " (as those terms are defined in Section 1(ddSections 1(l) and 3(a)) hereof, respectively, of this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including. Further, for so long as the avoidance of doubtMerger Agreement is in effect, the Holdback Shares "Final Expiration Date" (as defined in Section 7 hereof) shall be the Stockholder Rights Close of Business on the day immediately preceding the Effective Time (as that term is defined in the Merger Agreement). (b) Notwithstanding anything to the contrary in this Agreement, between the Company provisions of Sections 13 and 25 hereof shall be deemed not to apply to the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company merger or any Affiliate of other transactions contemplated by the Company) less than 34.9% of the issued and outstanding Common SharesTransaction Agreements.”"

Transactional Exemption. The Rights Agreement is hereby amended by adding the following paragraph (ca) to Section 35 of the Rights Agreement: (c) The foregoing or any provision Notwithstanding anything to the contrary in this Agreement notwithstanding, neither (i) the acquisition of Common Shares by Xxxx Xxxxxxx (“Xxxxxxx”), Xxxxx Xxxx (“Gren”) and YIH III, LLC, a Delaware limited liability company (“YIH”, and together with Xxxxxxx and GrenAgreement, the “Equityholders”), pursuant to the approval, execution, delivery or performance by the respective parties thereto of, and the consummation of the merger or any other transactions contemplated by, that certain Agreement and Plan of MergerMerger dated as of March 23, dated June 132008, 2011as amended from time to time (the “Merger Agreement”), by and among the Company, RG Merger SubL-1 Identity Solutions, S.A.Inc. (“Parent”) and Dolomite Acquisition Co., a Honduran sociedad anonimaDelaware corporation and wholly owned subsidiary of Parent, Rio Garment S. de X.X., a Honduran including but not limited liability companyto, the Equityholders execution, delivery and performance by the respective parties thereto of the Support Agreement and the representative of the Equityholders as provided therein Spin-Off Agreements (as amended and supplemented from time to timesuch terms are defined in the Merger Agreement) (the Merger Agreement, the Spin-Off Agreements and all other ancillary documents relating to the transactions contemplated therein are collectively referred to herein as the “Merger AgreementTransaction Agreements”), nor (ii) the acquisition of Common Shares after September 1, 2011 by any Equityholder or any Affiliate or Associate of any Equityholder, shall not cause any such Person to become an “Acquiring Person” (as that term is defined in Section 1(a) 1 hereof) ), or give rise to any event that, through the passage of time or otherwise, would result in the occurrence of a “Shares Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Distribution DateSection 13 Event” (as those terms are defined in Section 1(dd) and Sections 1, 3(a), 11(a)(ii) and 13(a) hereof, respectively, of ). (b) Notwithstanding anything to the contrary in this Agreement), provided that, after giving effect to any acquisition(s) set forth in clauses (i) or (ii) in this Section 35(c) (including, for the avoidance of doubt, the Holdback Shares (as defined in provisions of Section 11 hereof shall be deemed not to apply to the Stockholder Rights Agreement, between the Company and the individuals and entities listed on Schedule A thereto)) the Equityholders, together with their Affiliates and Associates, Beneficially Own in the aggregate (but excluding any Common Shares of which Xxxxx Xxxx has or may acquire Beneficial Ownership solely as a result of the issuance of options or Common Shares to him in his capacity as an employee of the Company merger or any Affiliate of other transactions contemplated by the Company) less than 34.9% of the issued and outstanding Common SharesTransaction Agreements.”