Prohibition of Certain Communications and Actions. PNC 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 9 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 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 PNC or any of its Affiliates would cause the total amount of 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 (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 of 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 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) 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 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. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC Designee, to act in his or her capacity as a Director in respect of Board matters. Section 2.3
Appears in 1 contract
Prohibition of Certain Communications and Actions. PNC Each Barclays Party shall not and shall cause its Affiliates and its and their directors, officers and other agents acting on their behalf not to 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 9 to, any "solicitation" of "proxies" as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to 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 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 PNC or any of its the Barclays Parties and their Affiliates would cause the total amount of BlackRock Voting Securities of BlackRock Beneficially Owned by PNC or any of its Affiliates the Barclays Parties to exceed its the Voting Ownership Cap or the 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 of BlackRockthereof, 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 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 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. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC Barclays Designee, to act vote or otherwise participate in deliberations of the Directors in his or her capacity as a Director in respect such manner as he or she sees fit. The parties agree that notwithstanding the terms of Board matters. Section 2.3this Agreement, this Agreement shall not prohibit any Barclays Party from engaging in any activity previously approved by the Board.
Appears in 1 contract
Prohibition of Certain Communications and Actions. PNC Until such time as the aggregate Beneficial Ownership of the Holder and all Affiliate Transferees first falls below five percent (5%) of the Company’s outstanding Common Stock, the Holder shall not and shall cause its Affiliates (which for purposes of this Section 2.2 shall not include any KKR Non-Private Equity Business) and shall not permit its and their directors, officers and other agents Representatives acting on their behalf not to (wi) solicit, seek (ii) knowingly encourage, act in concert or offer to effect, or effectassist third parties regarding, (xiii) negotiate with the Company 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 its Representatives or any other Person with respect to, (y) make any statement third party 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, its Representatives regarding or (ziv) make any public announcement (except as required by law applicable Law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited 9 to, any "“solicitation" ” of "“proxies" ” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to 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 Common Stock or direct or indirect right rights to acquire any BlackRock Capital Stock or Voting Securities additional shares 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 PNC or any of its Affiliates would cause the total amount of 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 (in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), Common Stock;
(b) any form of business combination or similar or other extraordinary transaction involving BlackRock the Company or any Controlled Affiliate Subsidiary of BlackRockthe Company, including, without limitation, including (A) a merger, amalgamation, scheme or plan of arrangement or consolidation or similar business combination transaction, or any tender or exchange offer involving the Company or any of its material Subsidiaries or (B) a sale of any substantial portion all or substantially all of the assets of BlackRock the Company or any Controlled Affiliate of BlackRock, its material Subsidiaries (it being understood that if the Company initiates a process to sell any Subsidiary or the assets of any Subsidiary the foregoing shall not prevent the Holder or its Affiliates from confidentially informing the Company of its interest in participating in any such sale process);
(c) any form of restructuring, recapitalization or similar transaction with respect to BlackRock the Company or any Controlled Affiliate Subsidiary of BlackRock, the Company;
(d) agreeing with any purchase of any assets, or any right third party with respect 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 voting of any shares of Capital Common Stock of BlackRock the Company or any Controlled Affiliate Subsidiary of BlackRockthe Company, or otherwise entering into any voting trust or voting agreement with any third party with respect to any Common Stock;
(fe) selling any share of BlackRock Capital Stock in an unsolicited tender offer that is opposed by the Board, (gA) any proposal to seek representation on the Board except as contemplated by this provided in the Merger Agreement or, other than as permitted by the proviso to Section 4.6(aor (B) any proposal to seek to control or influence the management, Board the Board, the Company or policies its Subsidiaries or its or their governing instruments, policies, plans or strategies;
(f) calling any special meeting of BlackRock shareholders of the Company 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 engaging in the obtaining solicitation of financing for, any written consent or acting as a joint or co-bidder with) any third party to do proxy of shareholders regarding any of the foregoing foregoing; or
(the actions referred g) any proposal to in the foregoing provisions amend, waive or terminate any provision 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 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. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC Designee, to act in his or her capacity as a Director in respect of Board matters. Section 2.32.2.
Appears in 1 contract
Sources: Shareholder Agreement (Fiserv Inc)
Prohibition of Certain Communications and Actions. PNC From and after the Closing, M▇▇▇▇▇▇ L▇▇▇▇ 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 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 9 to, any "“solicitation" ” of "“proxies" ” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to 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 New BlackRock Capital Stock or Voting Securities 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 PNC or M▇▇▇▇▇▇ L▇▇▇▇ and any of its Affiliates would cause the total amount of New BlackRock Voting Securities of BlackRock Beneficially Owned by PNC or any of its Affiliates M▇▇▇▇▇▇ L▇▇▇▇ to exceed its Voting Ownership Cap or Total Ownership Cap, or (ii) any equity securities of any Controlled Affiliate of BlackRock 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 of BlackRockthereof, 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 of BlackRock 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 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 M▇▇▇▇▇▇ L▇▇▇▇ or any Affiliate thereof is approached by any Person requesting PNC 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 New BlackRock or any of its Controlled Affiliates or any other Prohibited Actions, PNC M▇▇▇▇▇▇ L▇▇▇▇ will promptly inform New BlackRock of the nature of such contact and the parties thereto. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC M▇▇▇▇▇▇ L▇▇▇▇ Designee, to act vote in his or her capacity as a Director in respect of Board matters. Section 2.3such manner as he or she sees fit.
Appears in 1 contract
Prohibition of Certain Communications and Actions. PNC (a) Until the Governance Termination Date, MassMutual shall not and shall cause its Controlled Affiliates and its and their directors, officers and other agents Representatives acting on their behalf not to (wi) solicit, seek (ii) knowingly encourage, act in concert or offer to effect, or effectassist third parties regarding, (xiii) negotiate with Invesco 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 its Representatives or any other Person with respect to, (y) make any statement third party 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, its Representatives regarding or (ziv) make any public announcement (except as required by law Applicable Law in respect of actions permitted hereby) or proposal or offer whatsoever (including, but not limited 9 to, any "“solicitation" ” of "“proxies" ” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to to:
(ai) 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 (iA) BlackRock Invesco Capital Stock or direct or indirect right rights to acquire any BlackRock Invesco Capital Stock or Voting Securities Capital Stock of any successor to or person in control of BlackRock Invesco in an amount which, when added to any other BlackRock Invesco Capital Stock then Beneficially Owned by PNC MassMutual or any of its Controlled Affiliates would cause the total amount of Voting Securities Capital Stock of BlackRock Invesco Beneficially Owned by PNC MassMutual or any of its Controlled Affiliates to exceed (or increase further above) its Voting Ownership Cap (or Total to the extent applicable, its Incremental Voting Ownership Cap), including without limitation any transaction that would be an Invesco Change of Control Transaction, or (iiB) any equity securities of any Controlled Affiliate Subsidiary of BlackRock Invesco;
(in each case except to the extent such acquisition, offer or agreement would be permissible under Section 2.1), (bii) any form of business combination or similar or other extraordinary transaction involving BlackRock Invesco or any Controlled Affiliate Subsidiary of BlackRockInvesco, including, without limitation, including (A) a merger, amalgamation, scheme or plan of arrangement or consolidation or similar business combination transaction, or any tender or exchange offer involving Invesco or any of its material Subsidiaries or (B) a sale of any substantial portion all or substantially all of the assets of BlackRock Invesco or any Controlled Affiliate of BlackRock, its material Subsidiaries (cit being understood that if Invesco initiates a process to sell any Subsidiary or the assets of any Subsidiary the foregoing shall not prevent MassMutual from confidentially informing Invesco of its interest in participating in any such sale process);
(iii) any form of restructuring, recapitalization or similar transaction with respect to BlackRock Invesco or any Controlled Affiliate Subsidiary of BlackRock, Invesco;
(div) agreeing with any purchase of any assets, or any right third party with respect 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 voting of any shares of Capital Stock of BlackRock Invesco or any Controlled Affiliate Subsidiary of BlackRockInvesco, or otherwise entering into any voting trust or voting agreement with any third party (fother than as contemplated by Section 2.4) with respect to any Invesco Capital Stock;
(v) selling any share of BlackRock Invesco Capital Stock in an unsolicited a tender or exchange offer that either (x) is unanimously opposed by the Board, Board (gincluding the MassMutual Designee) or (y) arises out of a breach by MassMutual of its obligations under this Section 2.2;
(vi) any proposal to seek representation on the Board except as contemplated by this Agreement (or as expressly contemplated by the Certificate of Designation of the Series A Preferred Stock) or, other than as permitted by the proviso to Section 4.6(a) any proposal to seek to control or influence the management, Board the Board, Invesco or policies of BlackRock its Subsidiaries or its or their policies, plans or strategies, including in connection with any advisory vote proposing that Invesco explore strategic actions (or any Controlled Affiliate similar action or matter);
(vii) call any special meeting of BlackRock, shareholders of Invesco or (h) encourage, join, act in concert with or assist (including, but not limited to, providing or assisting engage in any way in the obtaining written consent of financing for, or acting as a joint or co-bidder with) any third party to do shareholders regarding 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 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. 10 .
(b) Nothing in this Section 2.2 shall limit (A) the ability of any Director, including the MassMutual Designee and any PNC DesigneePreferred Director, to act in his or her capacity as a Director in respect of Board matters. matters or (B) any non-public, internal actions taken by MassMutual or any of its Controlled Affiliates or Representatives to prepare any such MassMutual Designee or Preferred Director to act in such capacity.
(c) Notwithstanding the foregoing, the restrictions set forth in this Section 2.32.2 shall not (i) prevent MassMutual from voting in its discretion with respect to any Invesco Change of Control Transaction presented to the holders of Invesco Capital Stock for their vote and not opposed by the Board (so long as it includes the MassMutual Designee) on a unanimous basis and not arising out of a breach by MassMutual of its obligations under this Section 2.2, or (ii) prevent MassMutual from tendering any shares of Invesco Capital Stock in an unsolicited tender offer in which participation is not prohibited by subsection (a)(v) above.
(d) If Invesco enters into a definitive agreement with respect to, or the Board has recommended that the shareholders of Invesco accept a tender offer that would, if consummated, constitute, an Invesco Change of Control Transaction, the foregoing restrictions shall terminate except that (i) if any such transaction that has been approved and/or recommended by the Board (so long as it includes the MassMutual Designee) on a unanimous basis, MassMutual shall not oppose, and shall affirmatively support, such transaction and (ii) if any such transaction is terminated without being completed, the foregoing restrictions shall again apply other than with respect to (w) any offer or agreement to effect an alternative Invesco Change of Control Transaction that is proposed to the Board or the Invesco shareholders following such termination and prior to the end of the six month period following termination of the Invesco Change of Control Transaction, until such offer expires or agreement terminates in accordance with its terms (as may be amended by the parties making such offer or agreement), (x) any voting agreement relating to any offer or agreement to effect any alternative Invesco Change of Control Transaction referenced in the preceding clause (w), until the expiration of the underlying offer or termination of the underlying agreement in accordance with its terms (as may be amended by the parties making such offer or agreement), (y) any sale of shares of Invesco Capital Stock in a tender or exchange offer (1) that was commenced following such termination and prior to the reapplication of such restrictions or (2) regarding any alternative Invesco Change of Control Transaction referenced in the preceding clause (w), in either case, until the expiration of such offer in accordance with its terms (as may be amended by the parties making such offer), and (z) any special general meeting of shareholders of Invesco or written consent of shareholders regarding any alternative Invesco Change of Control Transaction referenced in the preceding clause (w), until the expiration of the underlying offer or termination of the underlying agreement in accordance with its terms (as may be amended by the parties making such offer or agreement).
Appears in 1 contract
Sources: Shareholder Agreement (Invesco Ltd.)
Prohibition of Certain Communications and Actions. From and after the Closing, PNC 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 9 to, any "solicitation" of "proxies" as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to 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) New BlackRock Capital Stock or direct or indirect right to acquire any New BlackRock Capital Stock or Voting Securities 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 PNC or any of its Affiliates would cause the total amount of Voting Securities of New 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 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 of New BlackRock, 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 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, ;
(e) being a member of a Group for the purpose of acquiring, holding or disposing of any shares of Capital Stock of New BlackRock or any Controlled Affiliate of New BlackRock, ,
(f) selling any share of New 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) any proposal to seek to control or influence the management, Board or policies of BlackRock or any Controlled Affiliate of BlackRock, or 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 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, PNC will promptly inform New BlackRock of the nature of such contact and the parties thereto. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC Designee, to act in his or her capacity as a Director in respect of Board matters. Section 2.3.
Appears in 1 contract
Sources: Implementation and Stockholder Agreement (Blackrock Inc /Ny)
Prohibition of Certain Communications and Actions. PNC Each Barclays Party shall not and shall cause its Affiliates and its and their directors, officers and other agents acting on their behalf not to 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 9 to, any "“solicitation" ” of "“proxies" ” as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to 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 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 PNC or any of its the Barclays Parties and their Affiliates would cause the total amount of BlackRock Voting Securities of BlackRock Beneficially Owned by PNC or any of its Affiliates the Barclays Parties to exceed its the Voting Ownership Cap or the 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 of BlackRockthereof, 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 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 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. 10 Nothing in this Section 2.2 shall limit the ability of any Director, including any PNC Barclays Designee, to act vote or otherwise participate in deliberations of the Directors in his or her capacity as a Director in respect such manner as he or she sees fit. The parties agree that notwithstanding the terms of Board matters. Section 2.3this Agreement, this Agreement shall not prohibit any Barclays Party from engaging in any activity previously approved by the Board.
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