Common use of Blocker Provision Clause in Contracts

Blocker Provision. (a) Notwithstanding any provision of the Finance Documents to the contrary, in connection with the exercise of remedies in accordance with Clause 8 (Enforcement of Security) upon the occurrence of an Event of Default that is continuing, in no event shall any Finance Party be entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of any Pledged Shares to the extent that (but only to the extent that), immediately upon giving effect to such acquisition, receipt or exercise of such rights: (i) any Finance Party's Beneficial Ownership would be equal to or greater than 9.5% of the Outstanding Shares; (ii) any Finance Party, or any "affiliate" or "associate" of any Finance Party, would be an "interested stockholder" of the Issuer, as all such terms are defined in Section 203 of the Delaware General Corporation Law; or (iii) any Finance Party Person under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Outstanding Shares ("Applicable Laws"), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Outstanding Shares equal to: (A) the number of Outstanding Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Finance Party Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of the Issuer or any contract or agreement to which the Issuer is a party; in each case minus (B) 1% of the number of the total Outstanding Shares on the date of determination (each of paragraphs (i), (ii) and (iii) above, an "Ownership Limitation"). (b) The inability of any Finance Party to acquire, receive, vote, dispose of or exercise rights with respect to all or any portion of the Pledged Shares provided by this Clause 10 at any time as a result of an Ownership Limitation shall not preclude such Finance Party from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any provision of the Finance Documents to the contrary, no Finance Party shall become the record or beneficial owner, or otherwise have any rights as a holder, of any Pledged Shares that such Finance Party is not entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of at any time pursuant to this Clause 10, until such time as such Finance Party is not prohibited from acquiring, receiving, voting or exercising such rights in respect thereof under to this Clause 10.

Blocker Provision. (a) Notwithstanding any provision of the Finance Documents to the contrary, in connection with the exercise of remedies in accordance with Clause 8 (Enforcement of Security) upon the occurrence enforcement of an Event of Default that is continuingthe Security created by this Security Agreement, in no event shall any Finance Party be entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of any Pledged Shares to the extent that (but only to the extent that), immediately upon giving effect to such acquisition, receipt or exercise of such rights: (i) any Finance Party's ’s Beneficial Ownership would be equal to or greater than 9.5% 9.5 per cent. of the Outstanding Shares; (ii) any Finance Party, or any "“affiliate" ” or "“associate" ” of any Finance Party, would be an "“interested stockholder" ” of the Issuer, as all such terms are defined in Section 203 of the Delaware General Corporation Law; or (iii) any Finance Party Person under any federal, state or local laws, regulations or regulatory orders applicable to ownership of Outstanding Shares ("“Applicable Laws"”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Outstanding Shares equal to: (A) the number of Outstanding Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Finance Party Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of the Issuer or any contract or agreement to which the Issuer is a party; in each case minus (B) 1% one per cent. of the number of the total Outstanding Shares on the date of determination (each of paragraphs (i), (ii) and (iii) above, an "Ownership Limitation"). (b) The inability of any Finance Party to acquire, receive, vote, dispose of vote or exercise rights with respect to all or any portion of the Pledged Shares provided by this Clause 10 11.2 at any time as a result of an Ownership Limitation shall not preclude such Finance Party from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any provision of the Finance Documents to the contrary, no Finance Party shall become the record or beneficial owner, or otherwise have any rights as a holder, of any Pledged Shares that such Finance Party is not entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of at any time pursuant to this Clause 1011.2, until such time as such Finance Party is not prohibited from acquiring, receiving, voting or exercising such rights in respect thereof under to this Clause 1011.2.