Common use of Excepted Holder Limit Clause in Contracts

Excepted Holder Limit. The Warburg Entities own 40,941,117 shares of the Company’s Class A common stock, and hold currently exerciseable warrants to acquire an additional 6,361,383 shares of the Company’s Class A common stock. The Company hereby establishes 47,302,501 shares of Class A common stock as the “Excepted Holder Limit” for the Warburg Entities (as that term is defined in the Company’s Charter), and the Warburg Entities agree (on behalf of themselves and their Affiliates) not to acquire any additional securities of the Company (whether directly or indirectly) unless such acquisition (or the ownership of Capital Stock resulting from such acquisition) is in compliance with the FCC neutrality requirements applicable to the Company. The Company agrees that, except to the extent that it would be consistent with the FCC neutrality requirements applicable to the Company or otherwise approved by the FCC, it will not enter into any transaction that would have the effect of increasing the Warburg Entities’ collective percentage equity interest in the Company. The Company agrees that it will not change the Excepted Holder Limit for the Warburg Entities, as set forth in this Section 2, without the prior written consent of the Warburg Entities, except to the extent that an upward adjustment is necessary to effect a stock split or stock dividend in respect of the Company’s outstanding shares of Class A common stock.

Appears in 1 contract

Sources: Stockholders Agreement (Neustar Inc)

Excepted Holder Limit. The Warburg Entities own 40,941,117 shares of the Company’s 's Class A common stock, and hold currently exerciseable warrants to acquire an additional 6,361,383 shares of the Company’s 's Class A common stock. The Company hereby establishes 47,302,501 shares of Class A common stock as the "Excepted Holder Limit" for the Warburg Entities (as that term is defined in the Company’s 's Charter), and the Warburg Entities agree (on behalf of themselves and their Affiliates) not to acquire any additional securities of the Company (whether directly or indirectly) unless such acquisition (or the ownership of Capital Stock resulting from such acquisition) is in compliance with the FCC neutrality requirements applicable to the Company. The Company agrees that, except to the extent that it would be consistent with the FCC neutrality requirements applicable to the Company or otherwise approved by the FCC, it will not enter into any transaction that would have the effect of increasing the Warburg Entities' collective percentage equity interest in the Company. The Company agrees that it will not change the Excepted Holder Limit for the Warburg Entities, as set forth in this Section 2, without the prior written consent of the Warburg Entities, except to the extent that an upward adjustment is necessary to effect a stock split or stock dividend in respect of the Company’s 's outstanding shares of Class A common stock.

Appears in 1 contract

Sources: Stockholders Agreement (Neustar Inc)