Minimum Ownership. No true-up equity adjustment under Article 8 shall result in Echo holding less than the Echo Minimum Ownership (as defined in the LLC Agreement) of the Company, unless otherwise consented to in writing by MCK.
Minimum Ownership. If at any time following the execution and delivery of this Agreement, SRS’s aggregate Beneficial Ownership of Voting Securities is less than (a) the greater of (x) 7,435,651 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 and (y) 7.5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective or (c) the greater of (x) 3,717,826 and (y) 5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final Applicable Director (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), (b) and (c), a “Minimum Ownership Level”); provided, that in the case of clauses (a) through (c), SRS shall promptly notify the Company of which Applicable Director (as applicable) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any Minimum Ownership Level.
Minimum Ownership. Notwithstanding anything to the contrary herein or in the LLC Agreement, each of the Stockholders and Echo covenant and agree, for the benefit of the Company and MCK, that no Transfers under this Agreement or the LLC Agreement or otherwise of Units of the Company or Echo Shares or other Equity Interests in the Company or Echo (or any beneficial interest of any of the foregoing therein) by Echo or the Stockholders shall be permitted if (i) prior to the MCK Trigger Date, such Transfer would result in the Stockholders (and their Permitted Transferees) party hereto holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities (other than the Class X Stock) of Echo on a fully diluted basis (taking into account all Equity Interests of Echo convertible or exercisable into or exchangeable for Echo Shares, including Options, Warrants and Convertible Securities) or (ii) prior to the earlier to occur of (x) the consummation of a Qualified MCK Exit or (y) the third (3rd) anniversary of Closing, the Membership Percentage of Echo would fall to less than 17.5% (calculated on a fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03 of the LLC Agreement) the conversion, exercise, exchange, settlement or vesting of Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company, Echo or any of their Subsidiaries authorized for issuance under any Approved Plan).
Minimum Ownership. (a) Xxxxxx and Xxxxxxx each hereby irrevocably tenders his resignation as director effective as of the date that (i) the Ownership Interest of the Shareholder Group and Xxxxxxx, in the aggregate, falls below 5% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act) or (ii) the Shareholder Group and/or Xxxxxxx breaches its obligation under Section 6(b) and such breach has not been cured within five (5) days following written notice of such breach. The Board may accept either or both such resignations, in its sole discretion, by a majority vote (excluding Xxxxxx and Xxxxxxx). For the avoidance of doubt, in the event Xxxxxx or Xxxxxxx resign from the Board and a replacement director(s) is appointed pursuant to Section 5 hereof, this Section 6(a) shall apply to such replacement director(s), and the Shareholder Group, Xxxxxxx and their respective Affiliates and Associates shall cause such replacement director(s) to fulfill such obligation.
Minimum Ownership. If Global makes a commitment to provide a portion of the Total Required Equity and Global later fails to fund all or a portion of its equity investment as such funds are required for the Project and if, as a result of such failure, Global’s membership interest falls below the minimum investment of ten percent (10%) of the Total Required Equity, Covanta shall have the right to require Global to sell its entire membership interest in the Project Company to Covanta at a price equal to seventy-five percent (75%) of the amount actually invested by Global in respect of such membership interest.
Minimum Ownership. (a) Xxxxxx hereby irrevocably tenders his resignation as director effective as of the date that (i) the Ownership Interest of the Shareholder Group falls below 5% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act) or (ii) the Shareholder Group breaches its obligation under Section 6(b) hereof and such breach has not been cured within five (5) days following written notice of such breach. The Board may accept such resignation, in its sole discretion, by a majority vote (excluding Xxxxxx). For the avoidance of doubt, in the event Xxxxxx resigns from the Board and a replacement director is appointed pursuant to Section 5 hereof, this Section 6(a) shall apply to such replacement director, and the Shareholder Group and its Affiliates and Associates shall cause such replacement director to fulfill such obligation.
Minimum Ownership. (a) If at any time following the execution and delivery of this Agreement (other than as a result of buybacks or repurchases by or on behalf of the Company), SRS’s aggregate Beneficial Ownership of the Common Stock is less than 7.5% of the then outstanding Common Stock (the “Minimum Ownership Level”), then (i) SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for any Applicable Director and (ii) the Company shall not be obligated to nominate any Applicable Director or any Replacement thereof for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time.
Minimum Ownership. Motorola will be at all times, directly or through a wholly-owned Subsidiary, the record and beneficial owner of at least 13,266,713 Class 1 Interests of Iridium LLC (as such number may be adjusted from time to time by stock splits, stock dividends, recapitalizations or other similar transactions), free and clear of any Lien (other than any transfer or other restrictions relating to such interests, to the extent the same constitute Liens, arising by operation of law or under the Iridium LLC Agreement or any shareholder or voting agreement to which Motorola or a wholly-owned Subsidiary of Motorola is a party in respect of any such interests held by it).
Minimum Ownership. The Xxxxxx Parties’ rights pursuant to Section 1 are subject to the Xxxxxx Parties beneficially holding a Net Long Position equal to, or having aggregate net long economic exposure to, at least 2.0% of the then-outstanding Common Stock (the “Minimum Ownership Threshold”); accordingly, the Xxxxxx Parties shall provide prompt written notice to the Company upon ceasing to satisfy the Minimum Ownership Threshold.
Minimum Ownership. Notwithstanding anything to the contrary herein or in the LLC Agreement, each of the Stockholders and Echo covenant and agree, for the benefit of the Company and MCK, that no Transfers under this Agreement or the LLC Agreement or otherwise of Units of the Company or Echo Shares or other Equity Interests in the Company or Echo (or any beneficial interest of any of the foregoing therein) by Echo or the Stockholders shall be permitted if (i) prior to the MCK Trigger Date, such Transfer would result in the Stockholders (and their Permitted Transferees) party hereto holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all Equity Securities of Echo convertible or exercisable into or exchangeable for Echo Shares, including Options and Warrants) or (ii) prior to the earlier to occur of (x) the consummation of a Qualified MCK Exit or (y) the third (3rd) anniversary of Closing, the Membership Percentage of Echo would fall to less than 17.5% (calculated on a fully-diluted basis taking into account the Employee Pool).
