Seagate 2010 Annual Report Download - page 254

limitation, any Group of which Shareholder or any of its Affiliates is a member) beneficially own, in aggregate, more than 19.9% of the then
outstanding Voting Securities;
(ii)
effect or seek, offer or propose to effect (with or without conditions) any merger, takeover (whether
effected by means of an offer, scheme of arrangement or otherwise), consolidation, business combination, recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with or involving Company or any of its Subsidiaries or any of its or their respective
securities or assets;
(iii)
except as provided for in Section 5.1 , and subject to the limitations therein, (A) make, or in any way
participate in or encourage, or form or join or in any way participate in any Group or otherwise act in concert with any third Person (other than
any Affiliate of Shareholder), in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or consents to vote Voting
Securities (other than in accordance with and consistent with the recommendation of the Board of Directors of Company), (B) seek to advise or
influence any Person or form or join or in any way participate in any Group or otherwise act in concert with any third Person to seek to advise or
influence any Person (other than any Affiliate of such Shareholder) with respect to the voting of any Voting Securities (other than in accordance
with and consistent with the recommendation of the Board), or (C) call or seek to have called, or form or join or in any way participate in any
Group or otherwise act in concert with any third Person, to call or seek to have called, any meeting of the holders of Voting Securities (or
securities convertible into, or exercisable or exchangeable for, Voting Securities);
(iv)
except as provided for in Section 5.1 , and subject to the limitations therein, deposit any Voting Securities
in
a voting trust or, except as otherwise provided in Section 2.2 , subject any Voting Securities to any arrangement or agreement with any Person
with respect to the voting of such Voting Securities;
(v)
except as provided for in Section 5.1 , and subject to the limitations therein, seek, whether alone or in
concert with any Group or otherwise in concert with others (A) to place a representative on the Board, (B) seek the removal of any member of
the Board, or (C) otherwise seek or propose to control the Board, the management, or the policies of Company;
(vi)
other than any Affiliate of such Shareholder with respect to voting, and except as provided for in Section 5.1
(a) , and subject to the limitations therein, form, join or in any way participate in a Group or other group, or otherwise act in concert with any
third Person, for the purpose of acquiring, holding, voting or disposing of Voting Securities;
(vii)
publicly disclose any intent, purpose, plan or proposal to do any of the foregoing; or
(viii)
assist, participate in, provide or arrange financing to do any of the foregoing, whether alone or in concert
with any Group or otherwise in concert with others.
(b)
Notwithstanding any other provision of this Section, nothing in Section 2.1(a) shall be deemed to prevent or
otherwise limit the exercise of any rights or remedies available to Shareholder or any Affiliate of Shareholder under, in connection with,
contemplated
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