Common use of Going Private Clause in Contracts

Going Private. Until the earlier of (a) two years after the Landmark Parties and any of their Affiliates own 51% of the Common Stock of the Company (measured on an as- converted basis) or (b) July 30, 2005, the Landmark Parties will not initiate or propose a transaction or series of transactions to make the Company a privately-held company or to acquire more than 20% of the Common Stock (including securities convertible or exchangeable into such Common Stock), calculated on a fully-diluted basis, except in a transaction or series of transactions which has been approved by holders of a majority of the Common Stock, calculated on a fully-diluted basis, not then held by the Landmark Parties or any Affiliate; provided, however, that the above restriction shall not apply to purchases made from any of the Initial Investors, Lend Lease International Pty. Limited or any of the transactions contemplated by the Purchase Agreement or the Transaction Documents (as defined under the Purchase Agreement), including, without limitation, adjustments made in connection with anti-dilution protections, the issuance, conversion or exercise of any of the securities acquired pursuant to the Purchase Agreement or any of the Transaction Documents, the issuance of securities made in respect of anti- dilution protections, and the exercise of any right of first offer or preemptive right.

Going Private. Until the earlier of (a) two years after the Landmark Parties and any of their Affiliates own 51% of the Common Stock of the Company (measured on an as- as-converted basis) or (b) July 30, 2005, the Landmark Parties will not initiate or propose a transaction or series of transactions to make the Company a privately-held company or to acquire more than 20% of the Common Stock (including securities convertible or exchangeable into such Common Stock), calculated on a fully-diluted basis, except in a transaction or series of transactions which has been approved by holders of a majority of the Common Stock, calculated on a fully-diluted basis, not then held by the Landmark Parties or any Affiliate; provided, however, that the above restriction shall not apply to purchases made from any of the Initial Investors, Lend Lease International Pty. Limited or any of the transactions contemplated by the Purchase Agreement or the Transaction Documents (as defined under the Purchase Agreement), including, without limitation, adjustments made in connection with anti-dilution protections, the issuance, conversion or exercise of any of the securities acquired pursuant to the Purchase Agreement or any of the Transaction Documents, the issuance of securities made in respect of anti- anti-dilution protections, and the exercise of any right of first offer or preemptive right.