Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. Commencing on the date hereof and until the Termination Date, unless otherwise agreed in writing by the Equity One Board and Gazit Globe, LIH will, and will cause each member of Liberty Group to: (i) with respect to Equity One or EQY Common Stock, not make, engage, vote in favor of or in any way participate in or influence, directly or indirectly, a hostile takeover or other similar action or any “solicitation,” (as such term is used in the proxy rules of the Commission) by way of tender offer, exchange offer, merger or other business combination, proxies, consents (whether or not relating to the election or removal of directors), voting agreements, change of management or otherwise, except in connection with any of the foregoing that is recommended or not opposed by the Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement, not seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination of any candidate to, the Equity One Board, (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (iv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the Beneficial Owner of, any other securities issued by Equity One, or any securities convertible into or exchangeable for EQY Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the taking of such action Liberty Group would, in the aggregate, Beneficially Own in excess of the greater of (A) a number of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or (B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the “Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis; provided, however that in all events Liberty Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquired, directly or indirectly, through a U.S. controlled entity.

Standstill Provisions. Commencing on (a) Coxxxx xnd his affiliates will not, alone or in concert with others (and will not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Coxxxx xr affiliates of Coxxxx xhall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof and until the Termination Date, unless otherwise agreed in writing by the Equity One Board and Gazit Globe, LIH will, and will cause each member of Liberty Group tohereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to Equity One any extraordinary transaction or EQY Common Stockmerger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Coxxxx xnd his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Coxxxx xn writing in advance of the submission of such proposal; (iii) make, engageor in any way participate in, vote any "solicitation" of "proxies" (as such terms are defined or used in favor Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in or influence, directly or indirectly, a hostile takeover or other similar action or any “solicitation,” "group" (as such term is used in the proxy rules Section 13d(3) of the CommissionExchange Act) by way with respect to any securities of tender offer, exchange offer, merger the Company or other business combination, proxies, consents (whether or not relating to the election or removal any of directors), voting agreements, change of management or otherwise, except its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (v) initiate or propose any shareholder proposals for submission to a vote of shareholders with respect to the Company or any of its affiliates or propose any person for election to the Board of Directors of the foregoing that is recommended Company or not opposed by the Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence any of its affiliates; (vi) initiate any communication with any customer or supplier of the director designated by LIH Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he of Directors of the Company or she determines is appropriate in accordance with the exercise any of his or her duties as a director and provided further that its affiliates; (viii) disclose to any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement, not seek, alone or in concert with others, election or appointment tothird party, or representation on, or nominate or propose the nomination of make any candidate to, the Equity One Board, (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or Rule 14a-4 filing under the Exchange Act or otherwise(including, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposalwithout limitation, regardless of its purpose, and (ivunder Section 13(d) not purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the Beneficial Owner ofthereof) disclosing, any other securities issued by Equity Oneintention, plan or arrangement inconsistent with the foregoing; (ix) enter into any securities convertible into discussions, negotiations, arrangements or exchangeable for EQY understandings with any third party with respect to any of the foregoing; (x) sell any Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the taking of such action Liberty Group would, in the aggregate, Beneficially Own in excess of the greater of (A) a number of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or (B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the “Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis; provided, however that in all events Liberty Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquiredCompany, directly or indirectly, through a U.S. controlled entityunless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Coxxxx xo any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) the Company might be required to publicly disclose.

Standstill Provisions. Commencing on During the period from the date hereof through the third- year anniversary of the Initial Stock Purchase Date (the "Standstill Period"), the Note Purchaser, the Stock Purchaser and until their respective Affiliates will not, without the Termination Date, unless otherwise agreed in writing by prior written consent of the Equity One Board and Gazit Globe, LIH will, and will cause each member of Liberty Group toCompany: (i) with respect to Equity One acquire, directly or EQY indirectly, by purchase or otherwise, of record or beneficially, ownership of any Common StockStock or other voting securities of the Company if, not as a result of such acquisition, the Note Purchaser, the Stock Purchaser and their respective Affiliates would own more than 19.5% of the Common Stock or other voting securities of the Company then outstanding; (ii) make, engage, vote in favor of or in any way participate in or influencein, directly or indirectly, a hostile takeover or other similar action or any “"solicitation,” " of "proxies" (as such term is terms are defined or used in Regulation 14A under the proxy rules Exchange Act) to vote, or become a "participant" in any "election contest" (as such terms are used in Rule 14a-11 under the Exchange Act); (iii) initiate or propose any shareholder proposal for submission to a vote of shareholders with respect to the CommissionCompany or any of its Affiliates; or (iv) by way of tender offertake any action, exchange offerindividually or jointly with any partnership, merger limited partnership, syndicate or other business combinationgroup or assist any person, proxiescorporation, consents entity or group in taking any action it could not take individually under the terms of this Agreement; provided, that nothing in this Section 12.14 will prohibit the Note Purchaser, the Stock Purchaser or its Affiliates from: (whether or not relating to the election or removal of directors), voting agreements, change of management or otherwise, except i) participating in connection with any of the foregoing that is recommended or not opposed activities contemplated by the Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, Transaction Documents; (ii) except as provided for engaging in this Agreementany unsolicited discussion initiated by persons other than the Note Purchaser, not seek, alone the Stock Purchaser or in concert with others, election or appointment to, or representation on, or nominate or propose their Affiliates and communicating the nomination substance of any candidate to, such discussion to the Equity One Board, Company if deemed appropriate; (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules communicating with members of the Commission) stockholders Board of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (iv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the Beneficial Owner of, any other securities issued by Equity One, or any securities convertible into or exchangeable for EQY Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the taking of such action Liberty Group would, in the aggregate, Beneficially Own in excess Directors of the greater of (A) a number of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or (B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis Company from time to time (in a manner similar to other shareholders concerning the “Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, views of the shares Note Purchaser or the Stock Purchaser regarding the Company's business policies; (iv) disposing of EQY its Common Stock then outstanding on a Fully Diluted BasisShares in whole or in part or entering into agreements to do so, it being understood that the provisions of this Agreement apply to the parties hereto and their affiliates and their successors and legal representatives and assigns, but do not run with the Securities; provided, however that in all events Liberty Group may Beneficially Own or acquire up (v) filing such documents as are required by applicable law and not otherwise inconsistent with the terms of this Agreement. Confidential portions ( [ ] ) have been omitted pursuant to 9.9% regulation 240.25b-2(b) of the shares Securities Exchange Act of EQY Common Stock then outstanding on a Fully Diluted Basis 1934 and Liberty Group may acquire shares in order to satisfy have been filed separately with the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquired, directly or indirectly, through a U.S. controlled entity.Commission. 61 55

Standstill Provisions. Commencing on Each of the date hereof Purchaser and until the Termination Date, unless otherwise agreed in writing by the Equity One Board and Gazit Globe, LIH willTPG --------------------- agrees that it shall not, and will it shall use its best efforts to cause each member the Purchaser Affiliates or any Person controlling the Purchaser or TPG not to, for a period of Liberty Group to: (i) with respect to Equity One or EQY Common Stock, not make, engage, vote in favor of or in any way participate in or influencefive years following the Closing Date, directly or indirectly, a hostile takeover or other similar action or any “solicitation,” (as such term is used in the proxy rules of the Commission) by way of tender offer, exchange offer, merger or other business combination, proxies, consents (whether or not relating to the election or removal of directors), voting agreements, change of management or otherwise, except in connection with any of the foregoing that is recommended or not opposed by the Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement, not seek, alone or in concert with others, election or appointment tounless specifically consented to in writing by the Board: (i) acquire, or representation onoffer to acquire, or nominate or propose the nomination of any candidate to, the Equity One Board, (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (iv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, directly or become indirectly, by purchase or agree to become the Beneficial Owner ofotherwise, any other voting securities issued by Equity One, or direct or indirect rights to acquire any voting securities of Mtel or any securities convertible into or exchangeable for EQY Common Stock Subsidiary thereof (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the taking of such action Liberty Group would, in the aggregate, Beneficially Own in excess of the greater of (A) a number securities issued in connection with the exercise of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) an Exchange Right or (B) 15% indirectly through the ownership of shares or interests in any publicly traded mutual fund not Controlled by a Purchaser Affiliate registered with the SEC under the Investment Company Act of 1940, as amended) or (other than in the ordinary course of business) any assets of Mtel or any Subsidiary of Mtel; (ii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are used in the rules of the EQY Common Stock outstanding on SEC) or consent to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Mtel; (iii) make any announcement with respect to, or submit a Fully Diluted Basis from time to time proposal for, or offer for (the “Ownership Cap”)with or without conditions) any acquisition, which Ownership Cap will automatically be reduced from time to timemerger, if Liberty Group sells consolidation, business combination, tender or exchange offer, restructuring, recapitalization or other extraordinary transaction of or involving Mtel or any EQY Common Stockof its Subsidiaries or their voting securities or assets; (iv) form, to join or in any way participate in a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, "group" (as defined in the aggregate, Section 13(d)(3) of the shares Exchange Act) in connection with any voting securities of EQY Common Stock then outstanding on a Fully Diluted BasisMtel; provided(v) otherwise act to seek to control or influence the management, however that Board or policies of Mtel; (vi) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, assist or encourage, any other persons in all events Liberty Group may Beneficially Own or acquire up to 9.9% connection with any of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy foregoing; or (vii) make any proposal, statement or inquiry, or disclose any intention, plan or arrangement, whether written or oral, inconsistent with the ownership requirements set forth in Section 2.2(ii) during any Cure Period; providedforegoing, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquiredrequest Mtel, directly or indirectly, through a U.S. controlled entityto amend, waive or terminate any provision of this paragraph. Each of the parties subject to the provisions of this Section 4.1 will promptly advise Mtel of any inquiry or proposal made to such party with respect to any of the foregoing, including the details thereof.

Standstill Provisions. Commencing Each of the Lone Star Value Stockholders on behalf of itself and its respective Affiliates and Associates (as each is defined below) hereby severally and not jointly agrees that from the date hereof and of this Agreement until the termination of this Agreement in accordance with Section 5 of this Agreement (the “Termination Date”), unless otherwise agreed in writing by the Equity One Board and Gazit Globe, LIH neither it nor any of its Affiliates or Associates will, and it will cause each member of Liberty Group its Affiliates and Associates not to, directly or indirectly, in any manner: solicit, or encourage or in any way engage in any solicitation of, any proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”) of proxies or consents (including, without limitation, any solicitation of consents with respect to Equity One the call of a special meeting of stockholders), in each case, with respect to securities of the Company, or EQY Common Stockcall or seek to call, not makeor encourage, engagesupport or influence anyone with respect to the call of, vote in favor a special meeting of stockholders; advise, encourage, support or influence any person with respect to the voting of any securities of the Company at any annual or special meeting of stockholders, or seek to do so; form, join or in any way participate in or influence, directly or indirectly, a hostile takeover or other similar action or any “solicitation,group” (as such term is used in within the proxy rules meaning of Section 13(d)(3) of the CommissionExchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the persons identified on the Schedule 13D, as amended, filed by way the Lone Star Value Stockholders prior to the date of tender offerthis Agreement (the “Group 13D”), exchange offerbut does not include any other entities or persons not identified on Group 13D as of the date of this Agreement); deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, merger other than any such voting trust, arrangement or agreement solely among the Lone Star Value Stockholders and otherwise in accordance with this Agreement; seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other business combination, proxies, consents (whether or not relating action with respect to the election or removal of directors), voting agreements, change of management any directors or otherwise, except in connection with any of respect to the foregoing that is recommended or not opposed by the Equity One Board and that is not initiated by Liberty Group, provided, however, that the presence of the director designated by LIH on the Equity One Board will not violate this Section 2.8, and notwithstanding this Section 2.8, such board member may vote and take such other actions as he or she determines is appropriate in accordance with the exercise of his or her duties as a director and provided further that any member of Liberty Group may abstain from voting on any matter described in this Section 2.8 and, subject to Section 3.4, may tender shares of EQY Common Stock Beneficially Owned by such member in connection with any tender offer or exchange offer without violation of this Section 2.8, (ii) except as provided for in this Agreement, not seek, alone or in concert with others, election or appointment to, or representation on, or nominate or propose the nomination submission of any candidate to, the Equity One Board, (iii) not initiate, propose or otherwise “solicit” (as such term is used in the proxy rules of the Commission) stockholders of Equity One for the approval of stockholder proposals made to Equity One whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act or otherwise, or cause or encourage or attempt to cause or encourage any other person to initiate any such stockholder proposal, regardless of its purpose, and (iv) not purchase or cause to be purchased or otherwise acquire or agree to acquire, or become or agree to become the Beneficial Owner of, any other securities issued by Equity One, or any securities convertible into or exchangeable for EQY Common Stock (other than EQY-CSC Class A Shares) or any other equity securities of Equity One, if in any such case immediately after the taking of such action Liberty Group would, in the aggregate, Beneficially Own in excess of the greater of (A) a number of shares of voting stock of Equity One equal to 19.9% of the shares of Equity One that are outstanding as of the Closing (as such amount may be adjusted after the date of Closing for splits, reclassifications, recapitalizations, recombinations and/or similar events or transactions) (such number of shares to be agreed by the parties as of the Closing and set forth on Schedule I to be attached to this Agreement) or (B) 15% of the EQY Common Stock outstanding on a Fully Diluted Basis from time to time (the “Ownership Cap”), which Ownership Cap will automatically be reduced from time to time, if Liberty Group sells any EQY Common Stock, to a new Ownership Cap that is equal to Liberty Group’s then Beneficial Ownership percentage, in the aggregate, of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis; provided, however that in all events Liberty Group may Beneficially Own or acquire up to 9.9% of the shares of EQY Common Stock then outstanding on a Fully Diluted Basis and Liberty Group may acquire shares in order to satisfy the ownership requirements set forth in Section 2.2(ii) during any Cure Period; provided, however in all events any acquisition of EQY Common Stock by Liberty Group in addition to those shares of EQY Common Stock acquired pursuant to the Subscription Agreement or issuable upon the redemption of EQY-CSC Class A Shares acquired by LIH at Closing (the “Additional Shares”) may only be acquired, directly or indirectly, through a U.S. controlled entity.;