Seagate 2010 Annual Report Download - page 255

by or arising out of the Asset Purchase Agreement or any other Transaction Document (as defined in the Asset Purchase Agreement).
(c)
The provisions of this Section 2.1 shall terminate automatically without any further action upon the fifth (5 )
anniversary of the Closing Date.
Section 2.2.
Voting.
(a)
Shareholder shall take such action (and shall cause each of its Affiliates that beneficially own Voting Securities to
take such action) as may be required so that all Voting Securities beneficially owned by Shareholder (or any such Affiliate of Shareholder) from
time to time are voted in the same manner (“for,” “against,” “withheld,” “abstain”
or otherwise, with lost, damaged or disfigured ballots counting
as abstentions to the extent that they cannot be counted as “for,” “against,” “withheld” or otherwise under applicable law) as recommended by
the Board to the other holders of Voting Securities with respect to the appointment and removal of members of the Board, subject to Article V .
(b)
Shareholder (or any Affiliate of Shareholder), as the holder of Voting Securities, shall use its commercially
reasonable efforts to be present, in person or by proxy, at all meetings of the shareholders of Company so that all Voting Securities beneficially
owned by Shareholder (or such Affiliate of Shareholder) from time to time may be counted for the purposes of determining the presence of a
quorum at such meetings. The foregoing provision shall also apply to the execution by Shareholder of any written consent in lieu of a meeting of
holders of Voting Securities or any class thereof.
(c)
The provisions of this Section 2.2 shall terminate automatically without any further action at such time as
Shareholder (together with all of its Affiliates) beneficially owns less than five percent (5%) of the then outstanding Voting Securities.
ARTICLE III
RESTRICTIONS ON TRANSFER
Section 3.1.
Transfer Restrictions.
(a)
Shareholder shall not Transfer any Acquisition Shares, other than as expressly permitted by, and in compliance with,
the provisions of this Article III .
(b)
Prior to the date that is twelve (12) months after the Closing Date (the “ Release Date ”), Shareholder shall not,
without the prior written consent of Company, Transfer any of the Acquisition Shares other than as expressly permitted by, and in compliance
with, the following provisions of this Section 3.1(b) (such restrictions on Transfer, together with the restrictions on Transfer set forth in Section
3.1(d) , the “ Transfer Restrictions ”):
(i)
Shareholder may Transfer all or any of its Acquisition Shares in a transaction exempt from the registration
requirements under the Securities Act to any Affiliate, so long as prior to or concurrent with any such Transfer the Affiliate (1) agrees to be
bound by the terms hereunder as a “Shareholder” and such other terms hereunder applicable to the transferring Shareholder, (2) agrees that the
representations, covenants and other agreements
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