Common use of Maximum Ownership Clause in Contracts

Maximum Ownership. The Investor agrees that, for a period of two (2) years commencing at the Closing, the Investor and its affiliates will not Acquire (as defined below) any additional Common Stock, or securities convertible into Common Stock, which would cause the Investor's aggregate ownership (which shall include ownership by its affiliates) to exceed 30% of the then outstanding shares of Common Stock (the "Maximum Ownership Provision"). The Board of Directors may at any time, in its sole discretion, waive the Maximum Ownership Provision. The Company and the Investor further agree that the provisions of this Section 6.3 with respect to the permitted acquisition of additional Common Stock shall supersede and replace the provisions with respect to acquisition of Common Stock set forth in Section 7 of the Confidentiality Agreement, dated as of September 21, 2005 by and among Tinicum, Inc. and the Company (the "Confidentiality Agreement"). Promptly following the Closing, the Company, the Investor and Tinicum, Inc. shall formally amend the Confidentiality Agreement to (x) modify the term set forth in Section 21 thereof, which shall not be applicable to Section 7 thereof, until the later of (i) September 21, 2007 or (ii) such date when the Investor owns less than 50% of the Shares purchased pursuant to this Agreement, (y) add Investor as a party to the Confidentiality Agreement jointly and severally with Tinicum, Inc, and (z) amend Section 7 thereof to read in its entirety as set forth on Exhibit 4 hereto. Tinicum, Inc. has acknowledged its obligation set forth in the preceding sentence by its signature to this Agreement. For purposes of this Section 6.3, the term "Acquire" shall mean purchase, offer to purchase, contract to purchase, hold pursuant to an assignment, transfer, pledge, swap or hedge or otherwise acquire (or enter into any transaction which is designed to, or might reasonably be expected to, result in the acquisition (whether by actual acquisition or effective economic acquisition due to a cash settlement or otherwise) by the Investor or any of its affiliates or any person in privity with the Investor or any of its affiliates), directly or indirectly, or establish or increase a call equivalent position or decrease a put equivalent position with respect to any shares of the capital stock of the Company, any securities convertible into or exercisable or exchangeable for such capital stock, or which the undersigned has beneficial ownership within the rules and regulations of the SEC.