Control Matters. Except for the acquisition of the Note and the New Shares, if any, each Defendant covenants that, until such time as the combined ownership of Voting Securities (as defined below) by (i) the Fund and, to the Fund's knowledge (based on information reasonably available to the Fund), its Affiliates and Associates, (ii) such Defendant (if other than the Fund) and, to such Defendant's knowledge (based on information reasonably available to such Defendant), its Affiliates and Associates, and (iii) to the knowledge of such Defendant (based on information reasonably available to such Defendant), all other Defendants and their respective Affiliates and Associates (with respect to each Defendant, the Voting Securities described in clauses (i), (ii) and (iii), collectively (but without double-counting), are referred to as such Defendant's "KNOWN AGGREGATE OWNERSHIP") is less than 15% of the then-outstanding Aksys common stock, it shall not, and shall not permit any of its Affiliates controlled by it or its Associates controlled by it to: (i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, beneficial ownership of any of Aksys' securities, except pursuant to the Note or the Note Purchase Agreement or as a result of a stock split, stock dividend, distribution, merger, recapitalization, exchange or similar transaction or any Exempt Event or the exercise of any rights in connection with an Exempt Event; (ii) make or participate in any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), or solicit any consent or otherwise seek to advise or influence any individual, firm, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity or group (as such term is used in Section 13(d)(3) of the Exchange Act) (a "PERSON") with respect to the voting of any Voting Securities, in each case only if and to the extent such solicitation, advice or influence is in connection with a Control Matter, or become a "participant" (as such term is used in Schedule 14A under the Exchange Act) in any election contest with respect to members of the Aksys Board (as defined below);
Appears in 1 contract
Sources: Settlement Agreement (Aksys LTD)
Control Matters. Except for the acquisition of the Note and the New Shares, if any, each Defendant covenants that, until such time as the combined ownership of Voting Securities (as defined below) by (i) the Fund and, to the Fund's ’s knowledge (based on information reasonably available to the Fund), its Affiliates and Associates, (ii) such Defendant (if other than the Fund) and, to such Defendant's ’s knowledge (based on information reasonably available to such Defendant), its Affiliates and Associates, and (iii) to the knowledge of such Defendant (based on information reasonably available to such Defendant), all other Defendants and their respective Affiliates and Associates (with respect to each Defendant, the Voting Securities described in clauses (i), (ii) and (iii), collectively (but without double-counting), are referred to as such Defendant's "KNOWN AGGREGATE OWNERSHIP"’s “known Aggregate Ownership”) is less than 15% of the then-outstanding Aksys common stock, it shall not, and shall not permit any of its Affiliates controlled by it or its Associates controlled by it to:
(i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, beneficial ownership of any of Aksys' ’ securities, except pursuant to the Note or the Note Purchase Agreement or as a result of a stock split, stock dividend, distribution, merger, recapitalization, exchange or similar transaction or any Exempt Event or the exercise of any rights in connection with an Exempt Event;
(ii) make or participate in any "“solicitation" ” of "“proxies" ” to vote (as such terms are defined in Rule 14a-1 under the Exchange Act), or solicit any consent or otherwise seek to advise or influence any individual, firm, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity or group (as such term is used in Section 13(d)(3) of the Exchange Act) (a "PERSON"“Person”) with respect to the voting of any Voting Securities, in each case only if and to the extent such solicitation, advice or influence is in connection with a Control Matter, or become a "“participant" ” (as such term is used in Schedule 14A under the Exchange Act) in any election contest with respect to members of the Aksys Board (as defined below);
(iii) form, or join with others in the formation of, any new “person” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any Voting Securities in connection with a Control Matter;
(iv) deposit any Voting Securities into a voting trust or subject any such Voting Securities to any arrangement or agreement with respect to the voting thereof in connection with a Control Matter (other than a proxy granted pursuant to Section 6(d) hereof);
(v) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to Aksys as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate any stockholder proposal, in each case in connection with a Control Matter;
(vi) seek election to or seek to place a representative on the Aksys Board or seek the removal of any member of the Aksys Board;
(vii) call or seek to have called any meeting of the stockholders of Aksys; or
(viii) make any press release or public proposal with respect to any form of business combination transaction involving Aksys, including, without limitation, a merger, exchange offer or liquidation of Aksys’ assets, or any restructuring, recapitalization or similar transaction with respect to Aksys.
Appears in 1 contract
Sources: Settlement Agreement (Aksys LTD)