Common use of Acquisition Restrictions Clause in Contracts

Acquisition Restrictions. (a) Subject to Section 1.2, the Holder agrees that it will not, and it will cause each of its Affiliates not to, directly or indirectly, either individually or as part of a Group, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities at any time prior to the Closing Date, other than as a result of purchases from Sprint pursuant to the Restructuring Agreement; or (ii) any Sprint Voting Securities on or following the Closing Date and prior to the tenth anniversary of the date hereof (or the earlier termination of this Agreement), if as a result the Votes represented by the Sprint Voting Securities Beneficially Owned by the Holder and its Affiliates would represent in the aggregate more than one and one half percent (1.5%) of the Voting Power represented by the Outstanding Sprint Voting Securities (assuming for purposes of this paragraph (ii) that all shares of Series 2 PCS Stock have the same voting rights as the Series 1 PCS Stock) (the "Percentage Limitation"); provided, however, that nothing --------------------- ----------------- in this Agreement shall prohibit or restrict the Holder or an Affiliate of the Holder from (A) exercising the equity purchase rights provided for in Section 6.8 of the Restructuring Agreement, including paragraphs (h) and (i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS Stock upon conversion of shares of PCS Preferred, (C) acquiring additional shares of Series 2 PCS Stock upon exercise of the Warrants or (D) exercising its rights under Section 13.6 of the Amended Cox PCS Agreement.

Appears in 1 contract

Sources: Standstill Agreement (Sprint Corp)

Acquisition Restrictions. (a) Subject to Section 1.2, the Holder agrees that it will not, and it will cause each of its Affiliates not to, directly or indirectly, either individually or as part of a Group, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities at any time prior to the Closing Date, other than as a result of purchases from Sprint pursuant to the Restructuring Agreement; or (ii) any Sprint Voting Securities on or following the Closing Date and prior to the tenth anniversary of the date hereof (or the earlier termination of this Agreement), if as a result the Votes represented by the Sprint Voting Securities Beneficially Owned by the Holder and its Affiliates would represent in the aggregate more than one and one half percent (1.5%) of the Voting Power represented by the Outstanding Sprint Voting Securities (assuming for purposes of this paragraph (ii) that all shares of Series 2 PCS Stock have the same voting rights as the Series 1 PCS Stock) (the "Percentage Limitation"); provided, however, that nothing --------------------- ----------------- -------- ------- in this Agreement shall prohibit or restrict the Holder or an Affiliate of the Holder from (A) exercising the equity purchase rights provided for in Section 6.8 of the Restructuring Agreement, including paragraphs (h) and (i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS Stock upon conversion of shares of PCS Preferred, (C) acquiring additional shares of Series 2 PCS Stock upon exercise of the Warrants or [COX AGREEMENT ONLY: OR (D) exercising its rights under Section EXERCISING ITS RIGHTS UNDER SECTION 13.6 of the Amended Cox OF THE AMENDED COX PCS AgreementAGREEMENT].

Appears in 1 contract

Sources: Standstill Agreement (Sprint Corp)

Acquisition Restrictions. (a) Subject to Section 1.2, the Holder agrees that it will not, and it will cause each of its Affiliates not to, directly or indirectly, either individually or as part of a Group, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities at any time prior to the Closing Date, other than as a result of purchases from Sprint pursuant to the Restructuring Agreement; or (ii) any Sprint Voting Securities on or following the Closing Date and prior to the tenth anniversary of the date hereof (or the earlier termination of this Agreement), if as a result the Votes represented by the Sprint Voting Securities Beneficially Owned by the Holder and its Affiliates would represent in the aggregate more than one and one half percent (1.5%) of the Voting Power represented by the Outstanding Sprint Voting Securities (assuming for purposes of this paragraph (ii) that all shares of Series 2 PCS Stock have the same voting rights as the Series 1 PCS Stock) (the "Percentage Limitation"); provided, however, that nothing --------------------- ----------------- -------- ------- in this Agreement shall prohibit or restrict the Holder or an Affiliate of the Holder from (A) exercising the equity purchase rights provided for in Section 6.8 of the Restructuring Agreement, including paragraphs (h) and (i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS Stock upon conversion of shares of PCS Preferred, or (C) acquiring additional shares of Series 2 PCS Stock upon exercise of the Warrants or (D) exercising its rights under Section 13.6 of the Amended Cox PCS AgreementWarrants.

Appears in 1 contract

Sources: Standstill Agreement (Sprint Corp)

Acquisition Restrictions. (a) Subject to Section 1.2, the Holder agrees that it will not, and it will cause each of its Affiliates not to, directly or indirectly, either individually or as part of a Group, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of: (i) any Sprint Voting Securities at any time prior to the Closing Date, other than as a result of purchases from Sprint pursuant to the Restructuring Agreement; or (ii) any Sprint Voting Securities on or following the Closing Date and prior to the tenth anniversary of the date hereof (or the earlier termination of this Agreement), if as a result the Votes represented by the Sprint Voting Securities Beneficially Owned by the Holder and its Affiliates would represent in the aggregate more than one and one half percent (1.5%) of the Voting Power represented by the Outstanding Sprint Voting Securities (assuming for purposes of this paragraph (ii) that all shares of Series 2 PCS Stock have the same voting rights as the Series 1 PCS Stock) (the "Percentage Limitation"); provided, however, that nothing --------------------- ----------------- -------- ------- in this Agreement shall prohibit or restrict the Holder or an Affiliate of the Holder from (A) exercising the equity purchase rights provided for in Section 6.8 of the Restructuring Agreement, including paragraphs (h) and (i) of such Section 6.8, (B) acquiring additional shares of Series 2 PCS Stock upon conversion of shares of PCS Preferred, Preferred or (C) acquiring additional shares of Series 2 PCS Stock upon exercise of the Warrants or (D) exercising its rights under Section 13.6 of the Amended Cox PCS AgreementWarrants.

Appears in 1 contract

Sources: Standstill Agreement (Sprint Corp)