NO OBLIGATION TO DISPOSE. Seagate will not be obliged to dispose of any Voting Stock to the extent that the aggregate percentage of the Total Voting Power represented by shares of Voting Stock beneficially owned by Seagate or which Seagate has a right to acquire is increased beyond the Standstill Percentage: (i) as a result of a recapitalization of Newco or a repurchase or exchange of securities by Newco or any other action taken by Newco or its affiliates; (ii) as the result of any acquisition of Voting Stock made during the period when Seagate's "standstill" obligations are suspended pursuant to Section 4.2(a); (iii) by way of stock dividend or other distribution or rights or offerings made available to holders of shares of Voting Stock generally; (iv) with the consent of a simple majority of the [members of Newco's Board of Directors that have not been designated by Seagate; or (v) as part of a transaction on behalf of Seagate's Profit Sharing Retirement Plan, 401(k) Savings Plan, or any successor or additional retirement plans thereto (collectively, the "RETIREMENT PLANS") where Newco shares in such Retirement Plans are voted by a trustee for the benefit of Seagate employees or, for those Retirement Plans where Seagate controls voting, where Seagate agrees that any shares of Voting Stock in such Retirement Plans will be subject to the Voting Provisions of Section 3 hereof.
NO OBLIGATION TO DISPOSE. SCO will not be obliged to dispose of any Voting Stock to the extent that the aggregate percentage of the Total Voting Power represented by shares of Voting Stock beneficially owned by SCO or which SCO has a right to acquire is increased beyond the Standstill Percentage: (i) as a result of a recapitalization of Newco or a repurchase or exchange of securities by Newco or any other action taken by Newco or its affiliates; (ii) as the result of any acquisition of Voting Stock made during the period when SCO's "standstill" obligations are suspended pursuant to Section 4.2(a); (iii) by way of stock dividend or other distribution or rights or offerings made available to holders of shares of Voting Stock generally; or (iv) with the consent of a simple majority of the members of Newco's Board of Directors that have not been designated by SCO.
