Standstill Restrictions. (a) During the period commencing on the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) the failure of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group, directly or indirectly: (i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;
Appears in 2 contracts
Sources: Agreement (Tredegar Corp), Shareholder Agreement (Gottwald John D)
Standstill Restrictions. (a) During the period commencing on the date of this Agreement From and terminating on the earlier of (i) the first day after the Deadline and (ii) Initial Closing Date until the failure later of the Nominating and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group, directly or indirectly:
(i) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by three (3) year anniversary of the Company in respect of its shares of capital stock to all existing shareholders Initial Closing Date and (y) the acquisition one (1) year anniversary of the date on which the Holder shall cease to own at least 50% of the Shares (the “Standstill Period”), each Stockholder shall not, and such Stockholder shall cause its controlled Affiliates and Investor Parent and each of its controlled Affiliates not to, directly or indirectly, alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding Securities beneficially owned by third parties unaffiliated to the Holder which are managed by Investor Parent and its controlled Affiliates; provided, that such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement) from the Holder):
(1) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Securities, other than (x) the Registrable Securities and (y) the Additional Shares;
(2) publicly propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries;
(3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III);
(4) publicly propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses;
(5) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board, or seek the removal of any director from the Board, other than the Holder Designees;
(6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the ▇▇▇▇▇▇▇▇ GroupSEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder);
(7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than solicitations on behalf of the Board) or (B) in express support of any matter described in clauses (4) or (5) above;
(8) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with applicable securities laws, of additional shares of (the Investment Agreement and this Agreement or economic interest in) Common Stock following to the date hereof, provided that at no time shall extent such a group may be deemed to result with the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own as a result of this Agreement (it being understood that the holding by persons or have an economic interest) entities of voting Securities in excess accounts or through funds not managed or controlled by Investor Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the Permitted Amount))fact that such persons or entities, in each caseaddition to holding such shares in such manner, whether are investors in funds and accounts managed by Investor Parent or not any of the foregoing its controlled Affiliates and, in their capacity as such, are or may be acquired or obtained immediately or only after deemed to be members of a “group” with the passage of time or upon the satisfaction of one or more conditions (whether or not Stockholders within the control meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such party) pursuant to persons or entities, on the one hand, and Investor Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Personaction that would otherwise be prohibited by this Section 7.1);
(9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or
(10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 7.1 or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 7.1. For purposes of this Section 7.1, a person shall not be a controlled Affiliate of a Stockholder or Investor Parent, respectively, unless the Stockholder or Investor Parent or their respective controlled Affiliates, as the case may be, has the power to vote the majority of the outstanding equity securities of such person or otherwise has the power to control the management and policies of such person (and provided that such person does not receive any Confidential Information (as defined in the Investment Agreement) from the Holder).
(b) This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, optionsperforming their respective obligations or otherwise consummating the transactions contemplated by this Agreement and the Investment Agreement in accordance with the terms hereof and thereof, warrants (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other securities convertible sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure unless approved by the Board, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time.
(c) Notwithstanding anything to the contrary in this Agreement, this Section 7.1 shall be of no further force and effect with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) a merger, (B) a tender or exchangeable exchange offer for the Common Stock at least a majority of then outstanding Securities of the Company, or any obligations measured by the price or value (C) a sale of at least a majority of the Common Stock consolidated assets of the CompanyCompany and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, including without limitation any swaps (D) a recapitalization or other derivative arrangements;transaction involving the Company that results in one person or group acquiring beneficial ownership of at least a majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in a Change of Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Change of Control Transaction”) or (ii) the Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of Control Transaction.
Appears in 2 contracts
Sources: Investor Rights Agreement (AlTi Global, Inc.), Investor Rights Agreement (AlTi Global, Inc.)
Standstill Restrictions. (a) During From and after the period commencing on Closing Date until the later of (x) the three (3) year anniversary of the Closing Date and (y) the one (1) year anniversary of the date of this Agreement and terminating on which the earlier of (i) the first day after the Deadline and (ii) the failure Holder shall cease to own at least 50% of the Nominating and Governance Committee to confirm Class A Common Stock acquired by the date specified in Holder at Closing (the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders“Standstill Period”), the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it each Stockholder shall not, and shall not permit any cause Allianz Parent and each of its controlled Affiliates not to, either individually or as part of a Group, directly or indirectly:
, alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding (i) Securities managed by Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that, in the case of clause (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)):
(1) purchase or cause to be purchased or otherwise acquire or obtain any economic interest in, any right agree to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means acquire beneficial ownership of any Derivative Securities) (except , other than (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and Registrable Securities, (y) the acquisition Additional Shares and (z) shares of Series B Preferred Stock issuable upon the conversion of Series A Preferred Stock;
(2) publicly propose, offer or participate in any effort to acquire the Company or any of its Subsidiaries or any assets or operations of the Company or any of its Subsidiaries;
(3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the Shares as and to the extent permitted in accordance with ARTICLE III);
(4) publicly propose, offer or participate in any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or Change of Control transaction involving the Company or any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries or any material portion of their businesses;
(5) seek to call, request the call of, or call a special meeting of the stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than the Holder Designees;
(6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the ▇▇▇▇▇▇▇▇ GroupSEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder);
(7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) (A) in express support of any solicitation described in clause (6) above (other than solicitations on behalf of the Board) or (B) in express support of any matter described in clauses (4) or (5) above;
(8) form, join, or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities, or deposit any voting Securities in a voting trust or similar arrangement, or subject any voting Securities to any voting agreement or pooling arrangement, or grant any proxy, designation or consent with respect to any voting Securities (other than to a designated representative of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely with other Stockholders or one or more Affiliates (other than portfolio or operating companies) of a Stockholder with respect to the Shares or other voting Securities acquired in compliance with applicable securities laws, of additional shares of (the Investment Agreement and this Agreement or economic interest in) Common Stock following to the date hereof, provided that at no time shall extent such a group may be deemed to result with the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own as a result of this Agreement (it being understood that the holding by persons or have an economic interest) entities of voting Securities in excess accounts or through funds not managed or controlled by Allianz Parent or any of its controlled Affiliates shall not give rise to a violation of this clause (8) solely by virtue of the Permitted Amount))fact that such persons or entities, in each caseaddition to holding such shares in such manner, whether are investors in funds and accounts managed by Allianz Parent or not any of the foregoing its controlled Affiliates and, in their capacity as such, are or may be acquired or obtained immediately or only after deemed to be members of a “group” with the passage of time or upon the satisfaction of one or more conditions (whether or not Stockholders within the control meaning of Section 13(d)(3) of the Exchange Act with respect to the voting Securities; provided there does not exist as between such party) pursuant to persons or entities, on the one hand, and Allianz Parent or any of its controlled Affiliates, on the other hand, any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Personaction that would otherwise be prohibited by this Section 7.1);
(9) seek in any manner to obtain any amendment, redemption, termination or waiver of any stockholder rights plan or similar agreement; or
(10) publicly disclose, or knowingly cause the public disclosure (including without limitation the filing of any document or report with the SEC or any other governmental agency) of, any intent, purpose, plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of this Section 7.1 or otherwise bring any action or otherwise act to contest the validity or enforceability of this Section 7.1.
(b) This Section 7.1 shall not, in any way, prevent, restrict, encumber or limit (i) the Stockholders and their Affiliates from (A) exercising their respective rights, optionsperforming their respective obligations or otherwise consummating the transactions contemplated by this Agreement in accordance with the terms hereof, warrants (B) if the Board has previously authorized or approved the solicitation by the Company of bids or indications of interest in the potential acquisition of the Company or any of its assets or operations by auction or other securities convertible sales process (each, a “Sales Process”), participating in such Sales Process and, if selected as the successful bidder by the Company, completing the acquisition contemplated thereby, provided that the Stockholder and its Affiliates shall otherwise remain subject to the provisions of this Section 7.1 in all respects during and following the completion of the Sales Process, or (C) engaging in confidential discussions with the Board or any of its members regarding any of the matters described in this Section 7.1, provided that (x) the Stockholder and its Affiliates will not publicly disclose the existence of such discussions and (y) such discussions would not reasonably be expected to require either party to make any public disclosure, or (ii) any Holder Designee then serving as a director from acting as a director or exercising and performing his or her duties (fiduciary and otherwise) as a director in accordance with the Company’s Certificate of Incorporation and By-Laws, all codes and policies of the Company and all laws, rules, regulations and codes of practice, in each case as may be applicable and in effect from time to time.
(c) Notwithstanding anything to the contrary in this Agreement, this Section 7.1 shall be of no further force and effect with respect to a Holder in the event that (i) the Company shall enter into any agreement with a third party (including the Holder) providing for (A) a merger, (B) a tender or exchangeable exchange offer for the Common Stock at least a majority of then outstanding Securities of the Company, or any obligations measured by the price or value (C) a sale of at least a majority of the Common Stock consolidated assets of the CompanyCompany and its Subsidiaries (including equity securities of Subsidiaries) or equity securities of such other party in a single transaction or series of related transactions, including without limitation any swaps (D) a recapitalization or other derivative arrangements;transaction involving the Company that results in one person or group acquiring beneficial ownership of at least a majority of the Securities of the Company when aggregated with other Securities held by such person or group or (E) any other single transaction or series of related transactions that results in a Change of Control of the Company (any of the transactions referred to in the foregoing clauses (A) through (E), a “Change of Control Transaction”) or (ii) the Company shall publicly disclose that it is in discussions or negotiations with a third party with respect to a Change of Control Transaction.
Appears in 2 contracts
Sources: Investor Rights Agreement (AlTi Global, Inc.), Investor Rights Agreement (AlTi Global, Inc.)
Standstill Restrictions. (a) During From and after the period commencing on date of this Agreement until the later of (i) the date that is one (1) year after the date of this Agreement and terminating on the earlier of (i) the first day after the Deadline and (ii) 30 days following the failure date that the Investors are no longer entitled to select a Board Observer including as a result of the Nominating Investors irrevocably waiving their rights to select a Board Observer pursuant to this Agreement (the “Standstill Period”), without the prior written consent of the Company, Investors and Governance Committee to confirm by the date specified in the last sentence their respective Controlled Affiliates shall not (and any Person acting on behalf of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election or at the 2015 annual meeting direction of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it any Investor or any such Controlled Affiliates shall not, and shall not permit any of its Affiliates to, either individually or as part of a Group), directly or indirectly:
(i) acquire, or agree or offer to acquire (including through the acquisition of Beneficial Ownership) any Equity Securities of the Company or obtain a material portion of the assets of the Company or its Subsidiaries, or any economic interest inwarrant, any option or other direct or indirect right to direct acquire any such securities or assets; provided, however, that nothing in this Section 4.1(a)(i) shall prevent (A) the acquisition of (x) Common Stock pursuant to the exercise, conversion or redemption of shares of preferred stock or warrants of the Company held by an Investor or its controlled Affiliates as of the date hereof in accordance with their terms or (y) in the event that the Company issues Equity Securities in connection with a capital raising or liability management transaction, voting Common Stock acquired within three (3) months of such capital raising or liability management transaction to the minimum extent necessary to reverse the dilution to an Investor and its controlled Affiliates’ total percentage voting power of the voting or disposition of or any other right with respect to, the Common Stock of the Company resulting from such capital raising or liability management transaction, (directly B) acquisitions as a result of new funds and accounts coming under management by the Investor Adviser or its Controlled Affiliates in the ordinary course of business and not for the purpose of acquiring Equity Securities of the Company, (C) acquisitions by means any broad-based index-based funds controlled by the Investor Adviser (if Equity Securities of the Company are included in the applicable index or benchmark; provided that the Investor Adviser and its Controlled Affiliates do not have discretion over inclusion of such Equity Securities in such index or benchmark) or investing in any Derivative Securitiesbroad-based index-based funds or (D) the Investor Adviser and its Controlled Affiliates (except including the Investors) collectively and in the aggregate acquiring up to 2% of the issued and outstanding Equity Securities of the Company (not including and in addition to any of the Subject Shares);
(ii) make or submit to the Company or any of its Subsidiaries any proposal for or offer to enter into any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its Subsidiaries, either publicly or in a manner that would reasonably be expected to require public disclosure by the Company or the Investor Adviser, any Investor or any of their respective Controlled Affiliates (it being understood that the foregoing shall not restrict any Investor or its Controlled Affiliates from tendering shares, receiving consideration or other payment for shares or otherwise participating in any extraordinary transaction, in each case, on the same basis as other stockholders or debtholders of the Company generally);
(iii) engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the election or removal of directors of the Company or any other matter or proposal relating to the Company or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any such solicitation of proxies;
(iv) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of the Company or its stockholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Exchange Act;
(v) (x) nominate or recommend for nomination a person for election to the extent issued by Board at any Stockholder Meeting at which directors of the Company in respect of its shares of capital stock Board are to all existing shareholders and be elected or (y) seek the acquisition removal of any member of the Board;
(vi) submit any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting;
(vii) initiate or in any way intentionally participate or engage in, any “withhold” or similar campaign with respect to any Stockholder Meeting;
(viii) form, join or knowingly act in concert with a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) for the purpose of voting, acquiring, holding, or disposing of, any Equity Securities of the Company (other than solely with controlled Affiliates of the Investors);
(ix) call or seek to call (publicly or otherwise), alone or in concert with others, a special meeting of the stockholders of the Company, or initiate or propose any action by written consent;
(x) enter into any negotiations, agreements or arrangements with any other Persons to take any action that an Investor and its Controlled Affiliates are prohibited from taking pursuant to this Section 4.1; or
(xi) make any request to amend or waive any provision of this Section 4.1(a), in each case publicly or in a manner that would reasonably be expected to require the Company or the Investor Adviser, any Investor or any of their respective Controlled Affiliates to make any public announcement or disclosure of such request; provided, that the foregoing shall not restrict any request to irrevocably waive the Investors’ right to select a Board Observer pursuant to this Agreement.
(b) Notwithstanding anything to the contrary in Section 4.1(a), this Section 4.1 shall not prevent or restrict the ability of an Investor or any of its Controlled Affiliates from making any proposal to the Company or the Board privately, so long as the making or receipt of such proposal would not reasonably be expected to require the Company or the Investor Adviser, any Investor or any of their Controlled Affiliates to make any public disclosure regarding the possibility of a business combination, merger or other type of transaction described in Section 4.1(a) unless and until such proposal is approved by the ▇Board. If the Company agrees in writing to waive the material obligations of ▇▇▇▇▇▇▇ Groupor its Affiliates from its obligations under Section 4.1 thereof (Standstill Restrictions), in compliance the Company will provide a similar and proportionate waiver of the Investors’ obligations under this Section 4.1; provided that the Company will retain all rights and remedies with applicable securities lawsrespect to any breach by an Investor occurring prior to such waiver.
(i) This Section 4.1 shall be inoperative and of no force and effect upon the earliest of: (x) as a nonexclusive remedy for any material breach of Section 3.1 of this Agreement by the Company, of additional shares of upon ten (or economic interest in10) Common Stock following Business Days’ written notice by the date hereofInvestors to the Company if such breach has not been cured within such notice period, provided that none of the Investors or their respective Controlled Affiliates are in material breach of this Agreement at no the time shall such notice is given or prior to the ▇▇▇▇▇▇▇▇ Group end of the notice period; (y) any Person or “group” (as defined in Section 13(d)(3) of the Exchange Act) other than an Investor or any of its Controlled Affiliates, or any “group” including or consisting of any Investors or any of their Controlled Affiliates collectively beneficially own (A) entering into an agreement with the Company to (1) acquire Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, (2) designate members who, in the aggregate, hold a majority of the voting power of the Board, or (3) acquire all or substantially all of the assets of the Company and its Subsidiaries or (B) commencing any tender or exchange offer which, if consummated, would result in the acquisition by any Person of Beneficial Ownership of more than 50% of the total voting power of the Equity Securities of the Company, where the Company files with the SEC a Schedule 14D-9 (or have an economic interestany amendment thereto) that does not recommend that its shareholders reject such tender or exchange offer (other than a “stop, look and listen” communication pursuant to Rule 14d-9(f) promulgated under the Exchange Act in excess response to the commencement of any tender or exchange offer); and (z) if the Board recommends for approval or adopts any amendment to the certificate of incorporation or bylaws of the Permitted AmountCompany that would reasonably be expected to impair in any material respect the Company’s ability to comply with the terms of this Agreement upon ten (10) Business Days’ written notice by the Investors to the Company if such noncompliance has not been cured within such notice period;
(ii) if the Company enters into, or publicly announces any plans to enter into, any agreement or understanding with respect to the sale or disposition of all or substantially all of the equity or assets of the Company or any of the Company’s significant subsidiaries (as such term is defined in Rule 405 of the Securities Act) or other extraordinary transaction, nothing in this Section 4.1 shall prohibit or restrict the Investors or their respective Affiliates from making any private statements (written or oral) with respect to such sale or disposition; and
(iii) nothing in this Section 4.1 shall be understood to prohibit or otherwise limit the Investors and their Controlled Affiliates from (1) (A) negotiating with third parties, evaluating or trading, directly or indirectly, in any non-convertible indebtedness of the Company or any of its Subsidiaries, Derivative Instruments that can only be settled with cash payments, exchange traded fund, benchmark or other basket of securities which may contain, or may otherwise reflect the performance of, any securities of the Company, (B) selling Equity Securities or exercising rights in accordance with the Registration Rights Agreement or (C) pledging, lending, hypothecating or granting a security interest or lien in any Equity Securities (or any similar transaction)), (2) engaging in private communications with the Chairman of the Board, Chief Executive Officer or other senior executive officers or their designees, in each case, whether only so long as such private communications would not reasonably be expected to require any public disclosure thereof by the Company or not the Investor Adviser, any other Investor or any of their controlled Affiliates unless and until any proposal included in such private communications is approved by the foregoing may be acquired Board, (3) making any factual statement to comply with any oral questions, interrogatories, requests for information or obtained immediately documents, subpoenas, civil investigative demand or only after similar process by any Governmental Entity or pursuant to Law (so long as such process or request did not arise as a result of discretionary acts by the passage Investor Adviser or any of time its Controlled Affiliates), in accordance with Section 4.3(b) or (4) granting any liens or encumbrances on any claims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, which lien or encumbrance is released upon the satisfaction of one or more conditions (whether or not within the control transfer of such partyclaims or interests in accordance with the terms of the custody or prime brokerage agreement(s), as applicable or depositing (or withdrawing from deposit) any Equity Securities with a fiduciary or depositary pursuant to a deposit agreement or arrangements (including any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Actprime broker account), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;.
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Standstill Restrictions. (a) During From and after the period commencing on Closing Date until the date of this Agreement and terminating on the earlier later of (i) the first day after ten (10) year anniversary of the Deadline Closing Date and (ii) the failure three (3) year anniversary of the Nominating and Governance Committee date on which the Shareholders shall cease to confirm by the date specified Beneficially Own, in the last sentence aggregate, Voting Securities representing at least the Ownership Threshold, without the prior written consent of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholdersCompany, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it Cosmo Holding shall not, and Cosmo Holding shall not permit any cause each of its Affiliates not to, either individually or as part of a Group, directly or indirectly, alone or in concert with any other Person, except as otherwise expressly set forth in this Section 1:
(i) a. acquire, offer to acquire or obtain agree to acquire Beneficial Ownership of any economic interest in, any right to direct the voting or disposition of Voting Securities or any other right with respect to, the Common Stock securities of the Company (directly or by means of any Derivative Securities) (except (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ GroupSubsidiaries, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired or obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable or exercisable for any Voting Securities or any other securities of the Company or its Subsidiaries, except in the case of the Shareholders only (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4 of the Shareholder’s Agreement;
b. acquire, offer to acquire or agree to acquire any assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole;
c. induce or attempt to induce any other Person to acquire or propose or offer to acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with Article V of the Shareholder’s Agreement);
d. initiate or make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganization, restructuring, recapitalization or other extraordinary transaction that would, if consummated, result in a Change of Control with respect to the Company;
e. seek the election, appointment or removal of any Directors (other than, in accordance with the terms of the Shareholder’s Agreement) or seek a change in the composition or size of the Board;
f. except as otherwise required by applicable law, rule or regulation, make or cause to be made any press release or similar public announcement or public communication relating to the way a Shareholder intends to, or does, vote any Shareholder Shares at any meeting of the shareholders of the Company or in connection with any action by written consent at or in which Voting Securities are entitled to vote;
g. deposit any Voting Securities into a voting trust or subject any Voting Securities to any proxy, arrangement or agreement with respect to the voting of such Voting Securities or other agreement having a similar effect (other than as recommended by the Board);
h. initiate, propose or otherwise solicit shareholders for the Common Stock approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date of the Shareholder’s Agreement, whether or not such regulation is applicable to the Company) with respect to any Voting Securities;
i. publicly call or requisition a call for any general, special or extraordinary meeting of the Company’s shareholders;
j. form, join or in any way participate in a Group with respect to any Voting Securities;
k. make any public statement or disclosure inconsistent with the foregoing;
l. assist, advise, induce or attempt to induce (or provide any confidential information of the Company or any of its Subsidiaries for the purpose of assisting, advising, inducing or attempting to induce) any other Person with respect to, or take any obligations measured by the price or value affirmative action to do, any of the Common Stock foregoing; or
m. propose or seek an amendment or waiver of any of the Company, including without limitation any swaps provisions of this letter agreement or other derivative arrangements;of Section 4.1 of the Shareholder’s Agreement.
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Standstill Restrictions. (a) During the period commencing on the date term of this Agreement Agreement, Reliance and terminating on the earlier of (i) the first day after the Deadline RIC covenant and (ii) the failure of the Nominating agree that Reliance and Governance Committee to confirm by the date specified in the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it RIC shall not, and shall not permit any of its their Affiliates to, either individually or as part of a Group, directly or indirectly:
(i) acquire or obtain any economic interest in, any right to direct exceed the voting or disposition of or any Standstill Percentage (other right with respect to, the Common Stock of the Company (directly or by means than as a result of any Derivative Securitiesstock purchases or repurchases by LandAmerica) or otherwise acquire (except other than acquisitions (x) pursuant to the extent issued or contemplated by the Company in respect Stock Purchase Agreement, including without limitation the conversion of its shares of capital stock to all existing shareholders and the Series B Preferred Stock, or (y) the acquisition resulting from corporate action taken by the ▇▇▇▇▇▇▇▇ Group, in compliance Board of Directors with applicable securities laws, respect to any pro rata distribution of additional shares of Common Stock in connection with any stock split, stock dividend, recapitalization, reclassification or similar transaction), propose to acquire (or economic interest in) publicly announce or otherwise disclose an intention to propose to acquire), offer to acquire, or agree to acquire any Common Stock following the date hereof, or Series B Preferred Stock; provided that at no time this Section 3.1(a)(i) shall the ▇▇▇▇▇▇▇▇ Group not apply to any acquisition (a) of options, Common Stock, warrants, rights or other securities convertible or exchangeable into Common Stock granted to any person, including without limitation RIC Directors, pursuant to any benefit plan of LandAmerica or any of its Affiliates collectively beneficially own or the exercise of any such option, warrant or right or conversion or exchange of any convertible or exchangeable security or (b) upon the exercise by RIC or its Affiliates of rights pursuant to the Rights Agreement but only to the extent that such acquisition does not cause an increase in the RIC Ownership Percentage above that which existed immediately prior to the rights becoming exercisable and provided that all of the shares of Common Stock so acquired upon the exercise of the rights shall be subject to all of the terms of this Agreement;
(ii) propose (or have publicly announce or otherwise disclose an economic interest) in excess of the Permitted Amount)intention to propose), in each casesolicit, whether offer, seek to effect, negotiate with or not provide any confidential information relating to LandAmerica or its business to any other Person with respect to, any tender or exchange offer, merger, consolidation, share exchange, business combination, restructuring, recapitalization or similar transaction involving LandAmerica (other than (x) any of the foregoing that may be acquired approved by the Board of Directors or obtained immediately (y) in connection with any tender or only exchange offer in which the Board of Directors has (a) recommended that its shareholders accept such offer or (b) after ten (10) business days (as defined in Rule 14d-1 under the passage Exchange Act as in effect on the date of time or upon this Agreement) from the satisfaction date of one or more conditions (whether or not within the control commencement of such partyoffer, expressed no opinion, remained neutral, was unable to take a position or otherwise did not oppose or recommend that its shareholders reject such offer); provided that nothing set forth in this Section 3.1(a)(ii) pursuant shall prohibit RIC or its Affiliates from soliciting, offering, seeking to effect or negotiating with any Person with respect to Transfers of Common Stock or Series B Preferred Stock otherwise required or permitted by Article IV of this Agreement; provided further that in so soliciting, offering, seeking to effect or negotiating, neither RIC nor its Affiliates shall provide any confidential information relating to LandAmerica or its business to any agreementPerson except as required by applicable law, arrangement including without limitation Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, but only to the extent that any required disclosure of such confidential information has been preceded by notice to LandAmerica of the expected disclosure of such information and the execution of a confidentiality agreement by RIC (or understanding its Affiliates, as the case may be) and such Person in the form attached hereto as Exhibit B (whether such confidentiality agreement to be promptly forwarded to LandAmerica for its execution, which execution may be subsequent to the disclosure described in this proviso, provided that the failure of LandAmerica to so execute such confidentiality agreement shall in no way be construed to be a failure on the part of RIC (or not in writingits Affiliates, as the case may be) to fulfill its obligations under this Section 3.1(a)(ii) or otherwise to limit or affect the validity of such confidentiality agreement as between RIC (or its Affiliates, as the case may be) and whether such Person);
(iii) make, or not in any way participate in, any "solicitation" of the foregoing would give rise "proxies" to “beneficial ownership” vote (as such term is used terms are defined in Rule 13d-3 of 14a-1 under the Exchange Act), and, in each case, whether solicit any consent or not communicate with or seek to advise or influence any of person or entity with respect to the foregoing is acquired or obtained by means of borrowing of securities, operation voting of any Derivative Security Common Stock or otherwise. For become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the purposes Exchange Act) with respect to LandAmerica; provided that nothing in this Section 3.1(a)(iii) shall apply to any deemed solicitation of this Agreementproxies by the RIC Directors that may result from such RIC Directors' position or status as a director of LandAmerica at the time of any general solicitation of proxies by the management of LandAmerica;
(iv) form, the term “Derivative Securities” means, participate in or join any Person or Group with respect to any PersonCommon Stock or Series B Preferred Stock, or otherwise act in concert with any third Person for the purpose of (x) acquiring any Common Stock or Series B Preferred Stock or (y) holding or disposing of Common Stock or Series B Preferred Stock for any purpose prohibited by this Section 3.1(a);
(v) except as specifically provided in the Stock Purchase Agreement or Section 3.2 below, deposit any Common Stock or Series B Preferred Stock into a voting trust or subject any Common Stock or Series B Preferred Stock to any arrangement or agreement with respect to the voting thereof;
(vi) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal with respect to LandAmerica as described in Rule 14a-8 under the Exchange Act, or induce or attempt to induce any other Person to initiate, propose or otherwise solicit any such shareholder proposal;
(vii) except as specifically provided in Article II of this Agreement and in the Series B Preferred Stock designation, seek election to or seek to place a representative on the Board of Directors, or seek the removal of any member of the Board of Directors (other than a RIC Director);
(viii) except as specifically provided in the Series B Preferred Stock designation, call or seek to have called any meeting of the shareholders of LandAmerica for any purpose;
(ix) except through the RIC Directors, and except as specifically provided in the Series B Preferred Stock designation, take any other action to seek to control, disrupt or influence the management or policies of LandAmerica;
(x) except as specifically provided in the Series B Preferred Stock designation, demand, request or propose to amend, waive or terminate the provisions of this Section 3.1(a); or
(xi) agree to do any of the foregoing, or advise, assist, encourage or persuade any third party to take any action with respect to any of the foregoing.
(b) Reliance and RIC agree that they will notify LandAmerica promptly if any inquiries or proposals are received by, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Companyinformation is exchanged with respect to, or any obligations measured negotiations or discussions are initiated or continued by or with, Reliance, RIC or any of their Affiliates regarding any matter described in Section 3.1(a) above (excluding the price first proviso of Section 3.1(a)(ii) above). RIC and LandAmerica shall mutually agree upon an appropriate response to be made to any such proposals received by Reliance, RIC or value any of their Affiliates.
(c) Nothing contained in this Article III shall be deemed to restrict the manner in which the RIC Directors may participate in deliberations or discussions of the Common Stock Board of Directors or individual consultations with the Chairman of the CompanyBoard or any other members of the Board of Directors, including without limitation so long as such actions do not otherwise violate any swaps or other derivative arrangements;provision of Section 3.1(a) above.
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Sources: Voting and Standstill Agreement (Landamerica Financial Group Inc)
Standstill Restrictions. (a) During From and after the period commencing Closing Date until the later of (x) the ten (10) year anniversary of the Closing Date and (y) the three (3) year anniversary of the date on which the Shareholders shall cease to Beneficially Own, in the aggregate, Voting Securities representing at least the Ownership Threshold (the “Standstill Period”), without the prior written consent of the Company, no Shareholder shall, and each Shareholder shall cause each of its Affiliates not to, directly or indirectly, alone or in concert with any other Person, except as otherwise expressly set forth in this Section 4.1:
(i) acquire, offer to acquire or agree to acquire Beneficial Ownership of any Voting Securities or any other securities of the Company or its Subsidiaries, or any securities convertible into or exchangeable or exercisable for any Voting Securities or any other securities of the Company or its Subsidiaries, except in the case of the Shareholders only (A) pursuant to stock splits, reverse stock splits, stock dividends or distributions, combinations, reclassifications or any similar recapitalizations or (B) acquisitions or purchases of Voting Securities pursuant to and in accordance with Section 4.4;
(ii) acquire, offer to acquire or agree to acquire any assets of the Company or any of its Subsidiaries that are material to the operations, financial condition or prospects of the Company and its Subsidiaries, taken as a whole;
(iii) induce or attempt to induce any other Person to acquire or propose or offer to acquire Beneficial Ownership of Voting Securities (other than the Shareholder Shares as and to the extent permitted in accordance with ARTICLE V);
(iv) initiate or make a proposal for any scheme of arrangement, merger, tender, takeover or exchange offer, business combination, reorganization, restructuring, recapitalization or other extraordinary transaction that would, if consummated, result in a Change of Control with respect to the Company;
(v) seek the election, appointment or removal of any Directors (other than, in the case of the Original Shareholder, any Shareholder Designee) or seek a change in the composition or size of the Board;
(vi) except as otherwise required by applicable law, rule or regulation, make or cause to be made any press release or similar public announcement or public communication relating to the way a Shareholder intends to, or does, vote any Shareholder Shares at any meeting of the shareholders of the Company or in connection with any action by written consent at or in which Voting Securities are entitled to vote;
(vii) deposit any Shareholder Shares into a voting trust or subject any Shareholder Shares to any proxy, arrangement or agreement with respect to the voting of such Shareholder Shares or other agreement having a similar effect (other than as recommended by the Board);
(viii) initiate, propose or otherwise solicit shareholders for the approval of any shareholder proposal or solicit proxies or consents, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote, or seek to influence any Person with respect to the voting of, any Voting Securities, or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act, as in effect on the date of this Agreement and terminating on Agreement, whether or not such regulation is applicable to the earlier of Company) with respect to any Voting Securities;
(iix) the first day after the Deadline and (ii) the failure publicly call or requisition a call for any general, special or extraordinary meeting of the Nominating and Governance Committee Company’s shareholders;
(x) form, join or in any way participate in a Group with respect to confirm by any Voting Securities, other than a Group consisting solely of the date specified in Shareholders;
(xi) make any public statement or disclosure inconsistent with the last sentence foregoing;
(xii) assist, advise, induce or attempt to induce (or provide any confidential information of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders, the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it shall not, and shall not permit Company or any of its Affiliates toSubsidiaries for the purpose of assisting, either individually advising, inducing or as part of a Group, directly or indirectly:
(iattempting to induce) acquire or obtain any economic interest in, any right to direct the voting or disposition of or any other right Person with respect to, the Common Stock of the Company (directly or by means of take any Derivative Securities) (except (x) affirmative action to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders and (y) the acquisition by the ▇▇▇▇▇▇▇▇ Groupdo, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group or any of its Affiliates collectively beneficially own (or have an economic interest) in excess of the Permitted Amount)), in each case, whether or not any of the foregoing may be acquired foregoing; or
(xiii) propose or obtained immediately seek an amendment or only after the passage waiver of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of the foregoing would give rise to “beneficial ownership” (as such term is used in Rule 13d-3 of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes provisions of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock of the Company, or any obligations measured by the price or value of the Common Stock of the Company, including without limitation any swaps or other derivative arrangements;Section 4.1.
Appears in 1 contract
Standstill Restrictions. From and after the Closing Date until the later of (ax) During the period commencing on three (3) year anniversary of the Closing Date and (y) the one (1) year anniversary of the date of this Agreement and terminating on which the earlier of (i) the first day after the Deadline and (ii) the failure Holder shall cease to own at least 50% of the Nominating and Governance Committee to confirm Class A Common Stock acquired by the date specified in Holder at Closing (the last sentence of Section 2.2 that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be on the slate of directors nominated by the Board of Directors for election at the 2015 annual meeting of shareholders“Standstill Period”), the ▇▇▇▇▇▇▇▇ Group covenants and agrees that it each Stockholder shall not, and shall not permit any cause Allianz Parent and each of its controlled Affiliates not to, either individually or as part of a Group, directly or indirectly:
, alone or in concert with any other person, except as expressly set forth in this Section 7.1 (and excluding (i) Securities managed by -30- Allianz Parent and its controlled Affiliates for the account of third parties in the ordinary course of business and (ii) Securities managed by third parties held in investment funds in which Allianz Parent and its controlled Affiliates are invested but without investment authority; provided, that, in the case of clauses (i) and (ii), such persons with investment authority for such Securities do not receive any Confidential Information (as defined in the Investment Agreement)): (1) purchase or cause to be purchased or otherwise acquire or obtain any economic interest in, any right agree to direct the voting or disposition of or any other right with respect to, the Common Stock of the Company (directly or by means acquire beneficial ownership of any Derivative Securities) (except , other than (x) to the extent issued by the Company in respect of its shares of capital stock to all existing shareholders Registrable Securities and (y) the acquisition by Additional Shares; (2) publicly propose, offer or participate in any effort to acquire the ▇▇▇▇▇▇▇▇ Group, in compliance with applicable securities laws, of additional shares of (or economic interest in) Common Stock following the date hereof, provided that at no time shall the ▇▇▇▇▇▇▇▇ Group Company or any of its Affiliates collectively beneficially own (Subsidiaries or have an economic interest) in excess any assets or operations of the Permitted Amount)), in each case, whether Company or not any of its Subsidiaries; (3) knowingly induce or attempt to induce any third party to propose, offer or participate in any effort to acquire beneficial ownership of voting Securities (other than the foregoing may be acquired Shares as and to the extent permitted in accordance with ARTICLE III); (4) publicly propose, offer or obtained immediately participate in any tender offer, exchange offer, merger, acquisition, share exchange or only after other business combination or Change of Control transaction involving the passage of time Company or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) or otherwise and whether or not any of its subsidiaries, or any recapitalization, restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the foregoing would give rise Company, any of its subsidiaries or any material portion of their businesses; (5) seek to “beneficial ownership” (as such term is used in Rule 13d-3 call, request the call of, or call a special meeting of the Exchange Act), and, in each case, whether or not any of the foregoing is acquired or obtained by means of borrowing of securities, operation of any Derivative Security or otherwise. For the purposes of this Agreement, the term “Derivative Securities” means, with respect to any Person, any rights, options, warrants or other securities convertible into or exchangeable for the Common Stock stockholders of the Company, or make or seek to make a stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any obligations measured by the price or value meeting of the Common Stock stockholders of the Company or in connection with any action by consent in lieu of a meeting, or make a request for a list of the Company’s stockholders, or seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1), or seek the removal of any director from the Board, other than the Holder Designees; (6) solicit proxies, designations or written consents of stockholders, or conduct any binding or nonbinding referendum with respect to voting Securities, or make or in any way participate in any “solicitation” of any “proxy” within the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any voting Securities with respect to any matter, or become a participant in any contested solicitation for the election of directors with respect to the Company (as such terms are defined or used in the Exchange Act and the rules promulgated thereunder); (7) make or issue or cause to be made or issued any public disclosure (including without limitation the filing of any swaps document or report with the SEC or any other derivative arrangements;governmental agency) (A) in express support of any solicitation described in clause
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