Common use of Restriction on Acquisition of Additional Shares Clause in Contracts

Restriction on Acquisition of Additional Shares. The Existing Holders agrees not to acquire, directly or indirectly, any additional Shares during the Lock-Up Period for their own account or that of an Affiliate or Associate by any means, including, without limitation, by direct purchase, exchange or acquisition of any ownership interest in an entity that owns Shares; provided, however, that (i) each Existing Holder may acquire Shares for its own account during the Lock-Up Period by direct purchase or exchange, or by acquisition of an ownership interest in an entity that owns Shares to the extent that such acquisition, ownership or constructive ownership, under Section 382(l)(3)(A) of the Code, of such Shares does not increase the aggregate increases in percentage ownership of the Company as measured for purposes of Section 382(g)(1) of the Code on any testing date occurring during the Lock-Up Period, and (ii) each Existing Holder may acquire Shares for its own account during the Lock-Up Period if prior to such proposed acquisition and continuing to the time of such proposed acquisition, Existing Holders have reduced their ownership of Shares, such as through sales permitted with the consent of the Company (which can be withheld in the reasonable discretion of the Company), to an amount that, after adding such proposed additional Shares to be acquired, shall result in total ownership of Shares by the Existing Holders for their own account that is less than the number of Shares the Existing Holders owns for their own account on the Transaction Closing Date. Notwithstanding anything to the contrary set forth herein, nothing in this Agreement or the NOL Preservation Plan shall prevent each Existing Holder, its Associates or its Affiliates from entering into or engaging in transactions or Transfers on behalf of third parties as a broker, dealer, agent or nominee.