Blocker. Notwithstanding anything to the contrary contained herein, Seneca shall not deliver Exchange Shares issued in exchange of Preferred Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Shares delivered to such Buyer pursuant to Section 1hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca beneficially owned by such Buyer or any of the other Attribution Parties (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Common Stock as reflected in (1) Seneca's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca or (3) any other written notice by Seneca or the Tran...
Blocker. The Investor shall not have the right to convert any portion of the Notes, pursuant to Section 4(a) thereof or otherwise, to the extent that after giving effect to such conversion, Investor (together with the Investor’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion (the “Blocker”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Investor and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of the Notes beneficially owned by the Investor or any of its affiliates which include a similar Blocker and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of Lxxxx (including, without limitation, any other Notes) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 8.17, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether the Notes are convertible (in relation to other securities owned by the Investor) and of which a portion of the Notes is convertible shall be in the sole discretion of such Investor. To ensure compliance with this restriction, the Investor will be deemed to represent to Lxxxx each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and Lxxxx shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8.17, in determining the number of outstanding shares of Common Stock, the Investor may rely on the number of outstanding shares of Common Stock as reflected in (x) Lxxxx’x most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by Lxxxx or (z) any other notice by Lxxxx or Lxxxx’x transfer agent setting forth the number of shar...
Blocker. An Optionee shall not be entitled to purchase any shares of Common Stock pursuant to this Agreement if the sum of (i) the number of shares of Common Stock beneficially owned by the Optionee and its Affiliates on the Closing Date, and (ii) the number of shares of Common Stock purchasable on the Closing Date, would result in beneficial ownership by the Optionee and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on the Closing Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Each Optionee, for itself only, shall have the authority and obligation to determine whether the restriction contained in this Section 4(c) will limit any purchases hereunder and to the extent that the Optionee determines that the limitation contained in this Section applies, the determination of the amount of shares of Common Stock purchasable by such Optionee hereunder shall be the responsibility and obligation of the such Optionee. Each Optionee for itself only, may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to Gunnerman. The Optionee may allocate which of the equity of the Company deemed beneficially owned by the Optionee shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.
Blocker. Solely for purposes of Section 7, THL OPTIMAL BLUE BLOCKER CORP. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President COMPANY: Solely for purposes of Section 7, OPTIMAL BLUE HOLDCO, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President and Corporate Secretary LC
Blocker. Company (i) has not been a member of an affiliated, consolidated, combined, unitary or similar group filing a consolidated federal income Tax Return or (ii) has no liability for the Taxes of any Person under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or non-U.S. law), as a transferee or successor, or by Contract (other than any Ordinary Commercial Agreement).
Blocker. The Company shall not enter into any transaction that would cause an adjustment to the number of shares of Common Stock issuable upon conversion of any New Notes pursuant to Section 14.02(n) of the Indenture or exercise of any Warrants (issued in respect of New Notes pursuant to Section 2.14 of the Indenture) pursuant to Section 4(g) of such Warrants, if after giving effect to such transaction the aggregate number of shares of Common Stock issuable upon conversion of any and all New Notes or exercise of any and all such Warrants, that when taken together with the aggregate number of shares of Common Shares and shares of Common Stock previously issued following the conversion of any New Notes and exercise of any such Warrants, would exceed 53,376,111 shares of Common Stock (subject to appropriate adjustment for any Stock Event).
Blocker. A 4.99% blocker shall be effected such that the Investor agrees to restrict its holdings of the Company’s Common Shares to less than 4.99% of the total number of the Company’s outstanding common shares at any one point in time.
Blocker. Within ten Business Days after the Closing Date, Buyer shall cause Blocker to file with the Secretary of State of the State of Delaware a certificate of amendment to Blocker’s certificate of incorporation changing Blocker’s name to a name that does not contain the phrase “Insignia”.
Blocker. Except as set forth on Schedule 4.7(a):
Blocker. OEP SECONDARY FUND (STRIKE), LLC By: One Equity Partners Secondary Fund, L.P., its member By: OEP Secondary Fund General Partner, L.P., its general partner By: OEP Secondary Fund GP, Ltd., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Authorized Signatory BLOCKER SELLER: ONE EQUITY PARTNERS SECONDARY FUND, L.P. By: OEP Secondary Fund General Partner, L.P., its general partner By: OEP Secondary Fund GP, Ltd., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Authorized Signatory SELLERS REPRESENTATIVE: OEP-STRIKE SELLER REPRESENTATIVE, LLC By: /s/ Xxxxx Xxxxxx-XxXxxxxx Name: Xxxxx Xxxxxx-XxXxxxxx Title: President and Chief Executive Officer
