Investor Right to Maintain Position Sample Clauses

Investor Right to Maintain Position. If, at any time after the Closing Date and for so long as the Shareholders and their Affiliates Own 15.0% or more of the Voting Power of the Company, the Company shall issue for cash any additional Company Securities (except for any issuances described in the immediately following sentence), then the Company shall notify the Shareholders of such issuance and the price and terms thereof, and the Shareholders shall have the option, for a period of fifteen (15) Business Days after delivery of such notice, to purchase from the Company an Amount of Company Securities for the same consideration per security and on the same terms as were applicable to such issuance by the Company. The foregoing option shall not apply to any issuance of Company Securities (i) pursuant to the Transaction Agreement or (ii) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the Closing Date or, subsequent to the Closing Date, approved by the Board or a duly authorized committee of the Board.
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Investor Right to Maintain Position. If, at any time after the Closing Date and for so long as the Shareholders and their Affiliates Own 15.0% or more of the Voting Power of the Company, the Company shall issue for cash any additional Company Securities (except for any issuances described in the immediately following sentence), then the Company shall notify the Shareholders of such issuance and the price and terms thereof, and the Shareholders shall have the option, for a period of fifteen (15) Business Days after delivery of such notice, to purchase from the Company an Amount of Company Securities for the same consideration per security and on the same terms as were applicable to such issuance by the Company. The foregoing option shall not apply to any issuance of Company Securities (i) pursuant to the Transaction Agreement or (ii) pursuant to employee or director stock option or incentive compensation or similar plans outstanding as of the Closing Date or, subsequent to the Closing Date, approved by the Board or a duly authorized committee of the Board; provided, however, that during the period from the Closing Date until the earlier of (x) March 31, 2014 or (y) the date on which the Shareholders and their Affiliates Own at least 21.0% of the Voting Power of the Company, the aggregate number of Company Securities issuable pursuant to this clause (ii) shall not exceed 1.0% of the issued and outstanding Company Securities.
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Related to Investor Right to Maintain Position

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • NO OBLIGATION TO MAINTAIN RELATIONSHIP The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Participant’s participation in the Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • Shareholder Account Maintenance (a) Maintain all shareholder records for each account in the Company. (b) Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required. (c) Record shareholder account information changes. (d) Maintain account documentation files for each shareholder.

  • Return to Former Position (a) An employee who has had at least 12 months' continuous service with an employer immediately before commencing part-time employment after the birth or placement of a child has, at the expiration of the period of such part-time employment or the first period, if there is more than one, the right to return to his or her former position. (b) Nothing in Clause 2.4.3(a) shall prevent the employer from permitting the employee to return to his or her former position after a second or subsequent period of part-time employment.

  • Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.

  • NOTICE TO EMPLOYEES REGARDING THE FEDERAL EARNED INCOME CREDIT The Contractor shall notify its employees, and shall require each subcontractor to notify its employees, that they may be eligible for the Federal Earned Income Credit under the federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice No. 1015.

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Windstorm or hail This peril does not include loss to the property contained in a building caused by rain, snow, sleet, sand or dust unless the direct force of wind or hail damages the building causing an opening in a roof or wall and the rain, snow, sleet, sand or dust enters through this opening. This peril includes loss to watercraft and their trailers, furnishings, equipment, and outboard engines or motors, only while inside a fully enclosed building.

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