Fifty Percent Threshold. The Company agrees that, if members of the Genworth Group beneficially own in the aggregate on any date during a fiscal year fifty percent (50%) or more of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member of the Genworth Group is required during any fiscal year, in accordance with GAAP, to consolidate the Company’s financial statements with its financial statements, then in respect of such fiscal year:
Fifty Percent Threshold. OWW agrees that, during any period in which the members of the Travelport Affiliated Group beneficially own, in the aggregate, Voting Stock entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Voting Stock, or in which, notwithstanding such percentage, any member of the Travelport Affiliated Group is required, in accordance with GAAP, to consolidate OWW’s financial statements with its financial statements, in addition to the requirement of Section 4.2:
Fifty Percent Threshold. TPC agrees that during any period in which the members of the Citigroup Affiliated Group beneficially own, in the aggregate, (excluding for such purposes shares of Common Stock beneficially owned by Citigroup but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an affiliate of Citigroup being a sponsor or advisor of a mutual or similar fund that beneficially owns shares of Common Stock) shares entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Common Stock (or in which, notwithstanding such percentage, any member of the Citigroup Affiliated Group is required, in accordance with GAAP, to consolidate TPC's financial statements with its financial statements):
(a) Internal Auditors. TPC shall provide Citigroup's internal auditors or other representatives of Citigroup access to TPC's and its subsidiaries' books and records so that Citigroup may conduct reasonable audits relating to the financial statements provided by TPC pursuant to Sections 6.1(c)-(h) hereof, inclusive, as well as to the internal accounting controls and operations of TPC and its subsidiaries.
(b) Accounting Estimates and Principles. TPC will give Citigroup reasonably notice of any proposed significant change in accounting estimates or material changes in accounting principles from those in effect on the date hereof, excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, that could affect both TPC or Citigroup. In this connection, TPC will consult with Citigroup and, if requested by Citigroup, TPC will consult with its independent public accountants with respect thereto. As to material changes in accounting principles which could affect TPC or Citigroup, TPC will not make any such changes without Citigroup's prior written consent, excluding changes that are mandated or required by the SEC, the Financial Accounting Standards Board or the American Institute of Certified Public Accountants, if such a change would be sufficiently material to be required to be disclosed in TPC's financial statements as filed with the SEC or otherwise publicly disclosed therein. If Citigroup so requests, TPC will be required to obtain the concurrence of TPC Auditors as to such material change prior to its implementation.
Fifty Percent Threshold. Genworth agrees that if members of the GE Group beneficially own, in the aggregate (excluding for such purposes shares of Genworth Common Stock beneficially owned by GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Genworth Common Stock) on any date during a fiscal year more than fifty percent (50%) of the then outstanding Genworth Common Stock, or, notwithstanding such percentage, if any member of the GE Group is required during any fiscal year, in accordance with GAAP, to consolidate Genworth’s financial statements with its financial statements, then in respect of such fiscal year:
Fifty Percent Threshold. The Company agrees that if members of the GE Group beneficially own, in the aggregate (excluding for such purposes shares of Company Common Stock beneficially owned by GECC but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GECC being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Company Common Stock) on any date during a fiscal year more than fifty percent (50%) of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member of the GE Group is required during any fiscal year, in accordance with GAAP, to consolidate the Company’s financial statements with its financial statements, then in respect of such fiscal year:
Fifty Percent Threshold. Primerica agrees that until the First Trigger Date (or during any period in which, notwithstanding the percentage of voting stock of Primerica owned, any member of the Citigroup Affiliated Group is required, in accordance with GAAP, to consolidate Primerica’s financial statements with its financial statements):
Fifty Percent Threshold. Agency Markets agrees that, (i) prior to the First Trigger Date or (ii) during any period that any member of the Liberty Mutual Affiliated Group is required, in accordance with GAAP, to consolidate Agency Markets’ financial statements with its financial statements:
Fifty Percent Threshold. 7 Section 3.02. Twenty Percent Threshold................................. 9 Section 3.03. Coordination, Cooperation and Access..................... 10 Section 3.04. Ten Percent Threshold.................................... 13
Fifty Percent Threshold. Assurant agrees that during any period in which the members of the Fortis Group beneficially own, in the aggregate (excluding for such purposes shares of Common Stock beneficially owned by the Fortis Group but not for its own account) shares entitled to fifty percent (50%) or more of the votes entitled to be cast by the then outstanding Common Stock (or in which, notwithstanding such percentage, any member of the Fortis Group is required, in accordance with IAS 27, to fully consolidate Assurant's financial statements with its financial statements):
(a) Financial Information. Assurant shall deliver to Fortis the financial information listed on Part 1 of Schedule 3(a) hereto by such dates as are indicated thereon. Assurant agrees to provide in a timely manner all information required by Fortis for the transition from FAP to IAS.
Fifty Percent Threshold. Genworth Canada agrees that, for so long as, and with respect to any financial year during which, Genworth Financial beneficially owns not less than fifty percent (50%) of the outstanding Common Shares:
