Common use of Prohibition of Certain Communications and Actions Clause in Contracts

Prohibition of Certain Communications and Actions. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not and shall cause its Affiliates and its and their directors officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of BlackRock, any stockholder of BlackRock, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of BlackRock or any stockholder of, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to: (a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own (i) BlackRock Capital Stock or Voting Stock of any successor to or person in control of BlackRock in an amount which, when added to any other BlackRock Capital Stock then Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and any of its Affiliates would cause the total amount of BlackRock Voting Securities Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity securities of any Controlled Affiliate of BlackRock, (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (b) any form of business combination or similar or other extraordinary transaction involving BlackRock or any Controlled Affiliate thereof, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any Controlled Affiliate of BlackRock, (c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock or any Controlled Affiliate of BlackRock, (d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of BlackRock or any Controlled Affiliate of BlackRock, other than investment assets of BlackRock or any Controlled Affiliate of BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business, (e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of BlackRock Capital Stock or any Controlled Affiliate of BlackRock, (f) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board, (g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as “Prohibited Actions”). If at any time ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof is approached by any Person requesting ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited Action involving the assets, businesses or securities of BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will promptly inform BlackRock of the nature of such contact and the parties thereto. Nothing in this Section 2.2 shall limit the ability of any Director, including any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Designee, to vote in his or her capacity as a Director in such manner as he or she sees fit.

Prohibition of Certain Communications and Actions. ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not and shall cause its Affiliates and its and their directors officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of BlackRock, any stockholder of BlackRock, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of BlackRock or any stockholder of, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any “"solicitation” " of “"proxies” " as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to: (a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own (i) BlackRock Capital Stock or Voting Stock of any successor to or person in control of BlackRock in an amount which, when added to any other BlackRock Capital Stock then Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and any of its Affiliates would cause the total amount of BlackRock Voting Securities Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity securities of any Controlled Affiliate of BlackRock, (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (b) any form of business combination or similar or other extraordinary transaction involving BlackRock or any Controlled Affiliate thereof, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any Controlled Affiliate of BlackRock, (c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock or any Controlled Affiliate of BlackRock, (d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of BlackRock or any Controlled Affiliate of BlackRock, other than investment assets of BlackRock or any Controlled Affiliate of BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business, (e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of BlackRock Capital Stock or any Controlled Affiliate of BlackRock, (f) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board, (g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as “"Prohibited Actions”"). If at any time ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof is approached by any Person requesting ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited Action involving the assets, businesses or securities of BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will promptly inform BlackRock of the nature of such contact and the parties thereto. Nothing in this Section 2.2 shall limit the ability of any Director, including any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Designee, to vote in his or her capacity as a Director in such manner as he or she sees fit.

Prohibition of Certain Communications and Actions. ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ shall not and shall cause its Affiliates and its and their directors officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of BlackRock, any stockholder of BlackRock, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of BlackRock or any stockholder of, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to: (a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own (i) BlackRock Capital Stock or Voting Stock of any successor to or person in control of BlackRock in an amount which, when added to any other BlackRock Capital Stock then Beneficially Owned by ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ and any of its Affiliates would cause the total amount of BlackRock Voting Securities Beneficially Owned by ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ to exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity securities of any Controlled Affiliate of BlackRock, (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (b) any form of business combination or similar or other extraordinary transaction involving BlackRock or any Controlled Affiliate thereof, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any Controlled Affiliate of BlackRock, (c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock or any Controlled Affiliate of BlackRock, (d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of BlackRock or any Controlled Affiliate of BlackRock, other than investment assets of BlackRock or any Controlled Affiliate of BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business, (e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of BlackRock Capital Stock or any Controlled Affiliate of BlackRock, (f) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board, (g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as “Prohibited Actions”). If at any time ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ or any Affiliate thereof is approached by any Person requesting ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited Action involving the assets, businesses or securities of BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ will promptly inform BlackRock of the nature of such contact and the parties thereto. Nothing in this Section 2.2 shall limit the ability of any Director, including any ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Designee, to vote in his or her capacity as a Director in such manner as he or she sees fit.

Prohibition of Certain Communications and Actions. ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC shall not and shall cause its Affiliates and its and their directors directors, officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of BlackRock, any stockholder of BlackRock, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of BlackRock or any stockholder of, any employee or union or other labor organization representing employees of BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any “"solicitation” " of “"proxies” " as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to: (a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own (i) BlackRock Capital Stock or direct or indirect right to acquire any BlackRock Capital Stock or Voting Stock Securities of any successor to or person in control of BlackRock in an amount which, when added to any other BlackRock Capital Stock then Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and PNC or any of its Affiliates would cause the total amount of BlackRock Voting Securities of BlackRock Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC or any of its Affiliates to exceed its Voting Ownership Cap or Total Ownership Cap, or (ii) any equity securities of any Controlled Affiliate of BlackRock, BlackRock (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (b) any form of business combination or similar or other extraordinary transaction involving BlackRock or any Controlled Affiliate thereofof BlackRock, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of BlackRock or any Controlled Affiliate of BlackRock, (c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock or any Controlled Affiliate of BlackRock, (d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of BlackRock or any Controlled Affiliate of BlackRock, other than investment assets of BlackRock or any Controlled Affiliate of BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business, (e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of BlackRock Capital Stock of BlackRock or any Controlled Affiliate of BlackRock, (f) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board, (g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as “"Prohibited Actions”"). If at any time ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC or any Affiliate thereof is approached by any Person requesting ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited Action involving the assets, businesses or securities of BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC will promptly inform BlackRock of the nature of such contact and the parties thereto. Nothing in this Section 2.2 shall limit the ability of any Director, including any ▇▇▇▇▇▇▇ ▇▇▇▇▇ PNC Designee, to vote act in his or her capacity as a Director in such manner as he or she sees fitrespect of Board matters.

Prohibition of Certain Communications and Actions. From and after the Closing, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not and shall cause its Affiliates and its and their directors officers and other agents not to (w) solicit, seek or offer to effect, or effect, (x) negotiate with or provide any information to the Board, any director or officer of New BlackRock, any stockholder of New BlackRock, any employee or union or other labor organization representing employees of New BlackRock or any other Person with respect to, (y) make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board, any director or officer of New BlackRock or any stockholder of, any employee or union or other labor organization representing employees of New BlackRock or any other Person with respect to, or (z) make any public announcement (except as required by law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited to, any “"solicitation” " of “"proxies” " as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to: (a) any acquisition, offer to acquire, or agreement to acquire, directly or indirectly, by purchase or any other action the purpose or result of which would be to Beneficially Own Own (i) New BlackRock Capital Stock or Voting Stock of any successor to or person in control of New BlackRock in an amount which, when added to any other New BlackRock Capital Stock then Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and any of its Affiliates would cause the total amount of New BlackRock Voting Securities Beneficially Owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to exceed its Voting Ownership Cap or Total Ownership Cap, (ii) any equity securities of any Controlled Affiliate of New BlackRock, (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (b) any form of business combination or similar or other extraordinary transaction involving New BlackRock or any Controlled Affiliate thereof, including, without limitation, a merger, tender or exchange offer or sale of any substantial portion of the assets of New BlackRock or any Controlled Affiliate of New BlackRock, (c) any form of restructuring, recapitalization or similar transaction with respect to New BlackRock or any Controlled Affiliate of New BlackRock, (d) any purchase of any assets, or any right to acquire any asset (through purchase, exchange, conversion or otherwise), of New BlackRock or any Controlled Affiliate of New BlackRock, other than investment assets of New BlackRock or any Controlled Affiliate of New BlackRock in the ordinary course of its banking, brokerage or securities business and other than an insubstantial portion of such assets in the ordinary course of business, the proviso to Section 4.6(a), (e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of New BlackRock Capital Stock or any Controlled Affiliate of New BlackRock, (f) selling any share of New BlackRock Capital Stock in an unsolicited tender offer that is not opposed by the Board, (g) any proposal to seek representation on the Board except as contemplated by this Agreement or, other than as permitted by the proviso to Section 4.6(a) of this Agreement, any proposal to seek to control or influence the management, Board or policies of New BlackRock or any Controlled Affiliate of New BlackRock, or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting in any way in the obtaining of financing for, or acting as a joint or co-bidder with) any third party to do any of the foregoing (the actions referred to in the foregoing provisions of this sentence being referred to as “"Prohibited Actions”"). If at any time ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate thereof is approached by any Person requesting ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Affiliate to instigate, encourage, join, act in concert with or assist any Person in a Prohibited Action involving the assets, businesses or securities of New BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, ▇▇▇▇▇▇▇ ▇▇▇▇▇ will promptly inform New BlackRock of the nature of such contact and the parties thereto. Nothing in this Section 2.2 shall limit the ability of any Director, including any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Designee, to vote in his or her capacity as a Director in such manner as he or she sees fit.