Seagate 2010 Annual Report Download - page 256

made by the transferring Shareholder in this Agreement shall be deemed to have been made by such Affiliate, (3) shall execute a joinder to this
Agreement, the execution of which shall constitute such Affiliate’s agreement to the terms of this Section 3.1(b)(i) , (4) agrees that all notices
hereunder to it may be delivered to the transferring Shareholder on its behalf and that all consents and waivers given by the transferring
Shareholder will be binding on the Affiliate, and (5) agrees to Transfer such Acquisition Shares to the transferring Shareholder or other Affiliate
of the transferring Shareholder (as designated by the transferring Shareholder) if it ceases to be an Affiliate of such Person, subject to compliance
with the applicable provisions of Section 3.2 and Section 3.3 ; or
(ii)
Shareholder (and any applicable Affiliate) may Transfer all or any of its Acquisition Shares pursuant to the
terms of any tender offer, exchange offer, takeover (whether effected by means of an offer, scheme or arrangement or otherwise), merger,
reclassification, reorganization, recapitalization or other similar transaction in which shareholders of Company are offered, permitted or required
to participate as holders of Ordinary Shares; provided that such tender offer, exchange offer, takeover, merger, reclassification, reorganization,
recapitalization or other transaction has been approved or recommended by the Board (and which at the time of Transfer continues to be
approved or recommended by the Board) (any such transaction, an “ Approved Transaction ”).
(c)
On and after the Release Date, Shareholder may Transfer any of the Acquisition Shares, pursuant to an effective
registration statement or in a transaction exempt from the registration requirements under the Securities Act (including pursuant to and in
compliance with Rule 144) and in compliance with all applicable laws and regulations and the limitations set forth in Section 3.1(d) .
(d)
Notwithstanding anything to the contrary set forth in this Agreement, other than pursuant to clauses (i) or (ii) of
Section 3.1(b) , neither Shareholder nor any of its Affiliates may, in any single transaction or series of related transactions, Transfer to any
Person or group of related Persons any Acquisition Shares (or, in the case of an intermediary such as a “broker,” indirectly Transfer to such
intermediary’s transferee or group of related transferees, if the transferee or transferees are known to Shareholder) if, to the actual knowledge of
Shareholder (without any duty of inquiry other than as and to the limited extent provided in the immediately following paragraph):
(i)
such Person or group of related Persons has filed or, to the actual knowledge of Shareholder, is required to
file (in connection with such Transfer or otherwise) a Schedule 13D disclosing an intent with respect to its beneficial ownership of Equity
Securities other than a passive investment intent; or
(ii)
to the extent such Person or group of related Persons would, upon completion of the Transfer of such
Acquisition Shares, beneficially own more than five percent (5%) of Company’s then outstanding Voting Securities;
unless, in each case, such Transfer:
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