Grant of Participation Right. (a) The Company agrees that, subject to Section 3.6 and provided that the Participating Percentage is at least 5%, the Investor (directly or through an Affiliate) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other Applicable Laws or the rules of any stock exchange from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):
(i) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor (at its election and in its sole discretion) to maintain or acquire up to, as applicable, a percentage ownership interest in the Common Shares equal to the Participating Percentage; and
(ii) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming, for all purposes of this Section 3.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor (at its election and in its sole discretion) to maintain or acquire up to, as applicable, a percentage ownership interest in the Common Shares equal to the Participating Percentage.
(b) If, upon the exercise by the Investor of its Participation Right, the Investor becomes entitled to a fractional interest in an Offered Security, any such fractional Offered Security that is: (i) less than 0.5 of an Offered Security will be rounded down to the nearest whole Offered Security, and (ii) 0.5, or greater, of an Offered Security will be rounded up to the nearest whole Offered Security unless the Investor holds less than 10% of the issued and outstanding Common Shares and such rounding would result, in and of itself, in the Investor holding 10% or more of the issued and outstanding Common Shares.
Grant of Participation Right. The Corporation agrees that, subject to Section 3.7 and the receipt of all required regulatory approvals, the Investor (directly or through an Affiliate) has the right (the "Participation Right") upon receipt of an Offering Notice, to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering, payable in cash, and otherwise on substantially the same terms and conditions of the Offering:
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that shall allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that shall (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.3) allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering. If the consideration payable in connection with the Offering is not cash, the deemed price per Common Share for such consideration will be determined by the Board of Directors of the Corporation, with reference to the relevant agreement(s) between the parties in respect of the Offering, and the Investor shall only have to pay cash equal to such deemed price per Common Share in connection with the exercise of its Participation Right.
Grant of Participation Right. The Company agrees that, subject to Section 2.5 hereof, until the Investor (directly or through an Affiliate) ceases to own at least 5% of the Common Shares (calculated on a fully diluted basis), the Investor (directly or through an Affiliate) has the right (the “Participation Right”), to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its as-issued percentage ownership interest in the Common Shares immediately prior to the Offering; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) allow the Investor to maintain its as-issued percentage ownership interest in the Common Shares after the completion of the Offering as its percentage as-issued ownership interest in the Common Shares immediately prior to the Offering.
Grant of Participation Right. The Corporation agrees that, subject to Sections 3.5 and 3.6 and the receipt of all required regulatory approvals, the Investor (directly or through an Affiliate) has the right (the “Participation Right”) upon receipt of an Offering Notice, to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering:
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain its Participation Right Entitlement upon completion of the Offering.
Grant of Participation Right. The Corporation agrees that, subject to Sections 3.5 and 3.6 and the receipt of all required regulatory approvals, the Investor (directly or through an Affiliate) has the right (the
Grant of Participation Right. The Company agrees that, subject to Section 2.5 hereof, the Investor (directly or through an Affiliate) has the right (the “Participation Right”), to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable law from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to acquire, or maintain, as applicable, a 19.99% ownership interest in the Common Shares after giving effect to such Offering assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable securities of the Company held by the Investor and its Affiliates; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 2.2) allow the Investor to acquire, or maintain, as applicable, a 19.99% ownership interest in the Common Shares.
Grant of Participation Right. The Company agrees that, subject to Section 5.3 and the receipt of all required regulatory approvals (including the approval of the TSX and the NYSE Amex), the Investor has the right (the "Participation Right"), upon receipt of an Offering Notice, to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering:
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain a percentage ownership interest in the outstanding Common Shares that is the same as the percentage ownership interest that it had immediately prior to completion of the Offering; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (assuming conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 5.2) allow the Investor to maintain a percentage equity ownership in the Company that is the same as the percentage equity ownership that it had immediately prior to the completion of the Offering.
Grant of Participation Right. The Company agrees that, for as long as the Investor’s Ownership Percentage is at least 9.5%, the Investor (directly or through an Affiliate) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially the terms and conditions of the Offering (provided that, if the Investor is prohibited by Canadian Securities Laws or other Applicable Laws or the rules of any stock exchange from participating on substantially the terms and conditions of the Offering, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit):
(a) in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain or acquire, as applicable, up to the greater of: (i) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; and (ii) an Ownership Percentage equal to 19.9%, in each case after giving effect to the Offering; and
(b) in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to the Offering and assuming, for all purposes of this Section 3.2(b), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section 3.2) allow the Investor to maintain or acquire, as applicable, up to the greater of: (i) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; or (ii) an Ownership Percentage equal to 19.9%.
Grant of Participation Right. A. The Company shall, at least fourteen (14) days prior to any issuance by the Company of any of its securities (other than Excluded Securities) in a transaction primarily for the purpose of raising capital (a “Financing”), give written notice of such proposed issuance to MTVN (the “Participation Right Notice”). The Participation Right Notice shall describe the securities proposed to be issued by the Company and specify the number, price and payment terms. MTVN shall have the participation right, for a period of ten (10) days from such notice, to purchase, at the same price per security and on substantially the same terms and conditions (and subject to execution of substantially similar definitive documentation) as are being offered to other investors in such proposed Financing, such number of additional securities of the Company equal to an aggregate of thirty-five percent (35%) of the aggregate gross proceeds of such proposed Financing. MTVN may accept the Company’s offer as to the full number of securities offered to it or any lesser number, by delivering written notice thereof to the Company prior to the expiration of the aforesaid ten (10) day period, in which case in the event of and upon the closing of such proposed Financing, the Company shall sell, and MTVN shall purchase, at the same price per security and on the same terms and conditions (and subject to execution of substantially similar definitive documentation) as are being sold to other investors in such proposed Financing, the number of securities agreed to be purchased by MTVN in such written notice. If the Company does not receive such written notice from MTVN prior to the expiration of the aforesaid ten (10) day period, MTVN shall be deemed to have notified the Company that it does not elect to participate in such proposed Financing and the Company shall be free at any time, after the end of the aforesaid ten (10) day period and prior to sixty (60) days after the end of the aforesaid ten (10) day period, to sell to any third party or parties the number of such securities not agreed by MTVN to be purchased by it. However, if such third party sale or sales are not consummated within such sixty (60) day period, the Company shall not sell such securities as shall not have been purchased within such period without again complying with this paragraph. As used in this Agreement, “Excluded Securities” shall mean (it is understood and agreed that the following list of Excluded Securities is provid...
Grant of Participation Right. Details of the Employee’s Long-Term Performance Plan award, including the value of the Employee’s target stock award (in Shares, subject to adjustment based upon the achievement of pre-established performance goals), for sales and total shareholder return for the Company are described on the screen captioned “Grants & Awards” in the Computershare website (the “Screen”). The award (the “Award”) is for the performance cycle beginning on ________, and ending on _______ (the “Performance Cycle”). No award will be paid to the Employee unless the Company achieves cumulative sales growth of at least __% at the end of the performance cycle. 2. Performance Goals. The total number of Shares that will be payable pursuant to this Award will be determined by calculating the percentage of the target Award that is earned based on growth
