Common use of Controlled Company Clause in Contracts

Controlled Company. The Stockholders agree and acknowledge that: (a) by virtue of this Agreement, from and after the Effective Date, they are continuing to act as a “group” within the meaning of Section 13(d)(3) of the Exchange Act for the purpose of causing the Company to continue to qualify as a “controlled company” under Section 303A of the New York Stock Exchange Listed Company Manual; and (b) by virtue of the combined voting power of the Stockholders of more than fifty percent (50%) of the total voting power of the Company outstanding as of the Effective Date, the Company will continue, as of the Effective Date, to qualify as a “controlled company” within the meaning of Section 303A of the New York Stock Exchange Listed Company Manual.

Controlled Company. The Stockholders agree and acknowledge that: (a) by virtue of this Agreement, from and after the Effective Date, they are continuing to act as a “"group” " within the meaning of Section 13(d)(3) of the Exchange Act (the "Group") for the purpose of causing the Company to continue to qualify as a “"controlled company” " under Section 303A of the New York Stock Exchange NYSE Listed Company Manual; and (b) by virtue of the combined voting power of the Stockholders of more than fifty percent (50%) of the total voting power of the Company outstanding as of the Effective Date, the Company will continue, as of the Effective Date, to qualify as a “"controlled company” " within the meaning of Section 303A of the New York Stock Exchange NYSE Listed Company Manual.