Common use of Exceptions to Standstill Clause in Contracts

Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Xxxx Xxxxx nor any Vulcan Stockholder shall be subject to any of the restrictions set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Party or any Group that includes a Vulcan Party or a Class B Holder) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member or any of their respective Affiliates commences (x) a “going private” transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.

Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.022.01, none of Xxxx Xxxxx nor any Vulcan Stockholder no Xxxxxxxxx Party shall be subject to any of the restrictions set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Xxxxxxxxx Party or any Group that includes a Vulcan Party or a Class B HolderXxxxxxxxx Party) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member member or any of their respective Affiliates commences (x) a “"going private” " transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.

Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Xxxx Xxxxx Paul Allen nor any Vulcan Stockholder shall be subject to any of the restrictions xxxxxxxxxons set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Party or any Group that includes a Vulcan Party or a Class B Holder) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member or any of their respective Affiliates commences (x) a “"going private” " transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.

Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.02, none of Xxxx Xxxxx nor any Vulcan Stockholder nor any Xxxxxxxxx Party (with respect to the restrictions set forth in Section 4.02) shall be subject to any of the restrictions set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Party or any Group that includes a Vulcan Party or a Class B HolderParty) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member or any of their respective Affiliates commences (x) a “"going private” " transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.

Exceptions to Standstill. Notwithstanding Section 4.01 or Section 4.022.01, none of Xxxx Xxxxx nor any Vulcan Stockholder no Xxxxxxxxx Party shall be subject to any of the restrictions set forth therein if (a) the Company shall have entered into a definitive agreement providing for, or, in the case of clause (ii) below, the Board of Directors of the Company shall have recommended in favor of, (i) any direct or indirect acquisition or purchase by any Person or Group of a majority of the Common Stock of the Company, (ii) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring a majority of the Common Stock of the Company or (iii) any merger, consolidation, share exchange or other business combination involving the Company which, if consummated, would result in the stockholders of the Company immediately prior to the consummation of such transaction ceasing to own at least a majority of the equity interests in the surviving entity (or any direct or indirect parent of such surviving entity); (b) any Person or Group (other than the Company, any Class B Holder, any Vulcan Xxxxxxxxx Party or any Group that includes a Vulcan Party or a Class B HolderXxxxxxxxx Party) acquires 25% or more of the number of then outstanding shares of Common Stock or other voting securities of the Company having the right to vote generally in the election of Directors; (c) any Class B Holder, Principal, Family Group Member member or any of their respective Affiliates commences (x) a “going private” transaction subject to Rule 13e-3 under Section 13(e) of the Exchange Act involving the Company or any of its material subsidiaries or (y) a transaction of the type contemplated in clause (a) above; or (d) the KG Termination Date shall have occurred.