Maintenance Right Sample Clauses

Maintenance Right. Upon the granting of any Preemptive Rights by the Company to any person other than EIS or an affiliate of EIS at any time from the Initial Closing Date until the fourth anniversary of the Initial Closing Date, the Company shall concurrently grant EIS the right (but not the obligation) to participate in any issuance of Common Stock and any other equity financing, any financing involving securities convertible or exchangeable for equity, or any grant of options, warrants or other rights to purchase any Common Stock of the Company or any security convertible, exchangeable or exercisable, directly or indirectly, for or into Common Stock (collectively, "Common Stock Equivalents"), in each case, consummated, or proposed to be consummated, by the Company, on the same or monetarily equivalent terms and conditions offered to the other proposed investors in such financing or recipient of such grant, in order for EIS and its affiliates to maintain their pro rata, fully-diluted interest in the Company, based on the number of shares of Common Stock owned by EIS and its affiliates, assuming the conversion or exercise of all Common Stock Equivalents (including, but not limited to, the Securities) and the actual number of shares of Common Stock outstanding on the date such financing is consummated (the "Maintenance Right"). If, in connection with such an issuance, Common Stock or Common Stock Equivalents are to be issued and sold for consideration other than cash, then the Board shall, in good faith, determine the fair market value of such non-cash consideration, subject to EIS's reasonable approval (provided that if EIS shall reasonably not approve such valuation, the Company and EIS shall agree upon a third party appraiser who shall determine the cash valuation of such non-cash consideration), and offer to sell the subject Common Stock or Common Stock Equivalents as set forth herein for the cash equivalent of such non-cash consideration. Notice of such a proposed offering shall be given by the Company to EIS at least 20 days prior to the closing of such financing (the "New Issue Notice") and shall state the Company's bona fide intent to offer such securities, the number of securities to be offered (a calculation of the number of shares of Common Stock into which such Common Stock Equivalents may be convertible, exchangeable or exercisable, directly or indirectly, for or into), and the price and terms, if any, upon which it proposes to offer such securities. The Maintena...
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Maintenance Right. (a) Except for Excluded Issuances (as defined below), if after a Qualified Public Offering the Company proposes to sell or issue to any person or entity (the "Offeree") any Capital Securities (the "Offered Securities"), the Company shall also offer (a "Preemptive Offer") the Investor the right to purchase, at the same price and upon the other terms as the Offered Securities are proposed to be sold or issued to the Offeree, subject to the proviso at the end of this paragraph (a), either (at the Company's option): (x) up to such number of the Offered Securities as shall be equal to the total number of Offered Securities mulitplied by the Applicable Percentage (as defined below); or (y) up to such number of the same class of securities as the Offered Securities as would enable the Investor to maintain its Applicable Percentage. The Investor shall be entitled to apportion the purchase right hereby granted it among itself and its affiliates in such proportions as it deems appropriate. Without prejudice to the Investor's rights to purchase the Applicable Percentage of the Offered Securities pursuant to this provision, the Company may consummate the sale of the the Offered Securities proposed to be sold to the third party on the terms set forth in the Company Sales Notice at any time after
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Maintenance Right. In the event that the Company shall offer for sale New Securities (as defined below) after the date of this Agreement, each Major Shareholder (as hereafter defined) shall be entitled to purchase its Pro Rata Share (as hereafter defined) of the New Securities, on the same terms and conditions and at the same price as that offered to third parties. A "Major Shareholder" is a Shareholder that shall hold on the date of the notice referred to in Section 17.3 below more than 125,000 Shares (as may be appropriately adjusted upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event occurring between the date hereof and the date of such Notice), calculated by adding the number of outstanding Shares then held by such Shareholder to the number of Shares issuable upon conversion in full of all shares of outstanding Series A Preferred then held by such Shareholder.
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Maintenance Right. This maintenance right (the "Maintenance ----------------- Right") shall be subject to the following provisions:
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Maintenance Right. 10 Section 7.2 Right of First Refusal on Transfer of Covered Shares....................................... 10 Section 7.3 Right in the Event of Future Offerings by the Company...................................... 10 Section 7.4 Market Purchases of Brunswick.............................................................. 10
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Maintenance Right. Brunswick shall have the right to maintain its ownership percentage in the Company at the Targeted Investment Percentage as provided in Sections 7.2, 7.3, and 7.4. The Company will promptly advise Brunswick in writing of the issuance of any Shares.
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Maintenance Right 
Sample 1
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Related to Maintenance Right

  • Property Maintenance Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

  • Maintenance of Premises LESSOR will be responsible for all structural and roof maintenance of the leased premises but specifically excluding damage caused by the careless, malicious, willful, or negligent acts of LESSEE or others, chemical, water or corrosion damage from any source, and maintenance of the space heating, ventilating, and cooling units exclusively serving the leased premises (collectively, the "HVAC Unit") and of any non "building standard" leasehold improvements. LESSOR shall not be deemed to have breached its obligation to make the repairs required to be made by LESSOR unless LESSOR fails to make the same within a reasonable period (taking into consideration the type of repair involved) after receiving written notice from LESSEE of the need therefor. LESSEE agrees to maintain at its expense the HVAC Unit and all other aspects of the leased premises in the same condition as they are at the commencement of the term or as they may be put in during the term of this lease, normal wear and tear and damage by fire or other casualty only excepted, and whenever necessary, to replace light bulbs, plate glass and other glass therein, acknowledging that the leased premises are now in good order and the light bulbs and glass whole. If LESSOR so directs, LESSEE shall enter into a preventive maintenance/service contract acceptable to LESSOR with a maintenance contractor acceptable to LESSOR at LESSEE's sole cost and expense for servicing all air conditioning, heating, ventilating, and other equipment or other equipment located within or serving the leased premises. LESSEE will properly control or vent all solvents, degreasers, smoke, odors, etc. and shall not cause the area surrounding the leased premises to be in anything other than a neat and clean condition, depositing all waste in appropriate receptacles. LESSEE shall be solely responsible for any damage to plumbing equipment, sanitary lines, or any other portion of the building which results from the discharge or use of any acid or corrosive substance by LESSEE. LESSEE shall not permit the leased premises to be overloaded, damaged, stripped or defaced, nor suffer any waste, and will not keep animals within the leased premises. LESSEE will protect any carpet with plastic or masonite chair pads under any rolling chairs. Unless heat is provided at LESSOR's expense, LESSEE shall maintain sufficient heat to prevent freezing of pipes or other damage. Any increase in air conditioning equipment or electrical capacity, or any installation and/or maintenance of equipment which is necessitated by some specific aspect of LESSEE's use of the leased premises shall be at LESSEE's expense. All maintenance provided by LESSOR shall be during LESSOR's normal business hours.

  • Maintenance of the Property Trustor shall cause the Property to be --------------------------- maintained in good condition and repair and will not commit or suffer to be committed any waste of the Property. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Equipment), without the consent of Beneficiary. Trustor shall promptly comply with all existing and future governmental laws, orders, ordinances, rules and regulations affecting the Property, or any portion thereof or the use thereof. Trustor shall promptly repair, replace or rebuild all or any part of the Property which may be damaged or destroyed by fire or other property hazard or casualty (including any fire or other property hazard or casualty for which insurance was not obtained or obtainable) or which may be affected by any taking by any public or quasi-public authority through eminent domain or otherwise, and shall complete and pay for, within a reasonable time, any structure at any time in the process of construction or repair on the Premises. If such fire or other property hazard or casualty shall be covered by the Policies, Trustor's obligation to repair, replace or rebuild such portion of the Property shall be contingent upon Beneficiary paying Trustor the proceeds of the Policies, or such portion thereof as shall be sufficient to complete such repair, replacement or rebuilding, whichever is less. Trustor will not, without obtaining the prior consent of Beneficiary, initiate, join in or consent to any private restrictive covenant, zoning ordinance, or other public or private restrictions, limiting or affecting the uses which may be made of the Property or any part thereof.

  • Maintenance, Etc The Company will maintain, preserve and keep, and will cause each Consolidated Subsidiary to maintain, preserve and keep, its properties which are used in the conduct of its business (whether owned in fee or a leasehold interest) in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements and renewals as the Company may determine to be appropriate to the conduct of its business.

  • Repairs and Maintenance Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral.

  • Repairs; Maintenance (A) Landlord shall, subject to the need therefore not being caused in whole or part by the negligent or willful acts or omission of Tenant, its agents, employees, contractors or assigns, and subject to the aggregate cost thereof over the term not exceeding two (2) months of the then current Rent, maintain the exterior, structural walls, and foundations of the building except for alterations and improvements made by Tenant affecting the foregoing, which shall be Tenant’s responsibility to maintain and repair. Tenant shall throughout the Term, at no cost or expense to Landlord, make all other necessary repairs to the interior and exterior of the Premises, including, without limitation, the roof, the plumbing, the parking lot, mechanical and electrical systems serving the Premises. Tenant shall, in addition, at no cost or expense to Landlord, maintain the Premises, and all fixtures, equipment, Alternations and improvements installed or made by Tenant, by Landlord or any prior tenants contained therein, including, but not limited to, heating, air conditioning, water heater, water pump, plumbing (including sprinkler system), electrical and mechanical systems, in at least as good repair order and condition as the same are in on the Lease Commencement Date or date installed by Tenant, reasonable wear and tear and loss by fire or other casualty (to the extent this Lease is terminated pursuant to Section 21 and insurance proceeds sufficient to replace the same are paid to Landlord or its designee or unless Landlord elects, pursuant to Section 21, to restore the Premises), and promptly at no cost or expense to Landlord, shall make or cause to be made, all necessary repairs, interior and exterior, structural and non structural, foreseen as well as unforeseen. Tenant, at its own cost and expense shall also keep, maintain and repair all sideways, driveways, ground (including lawn care) and parking areas in a clean, neat and orderly condition and shall remove all snow and ice therefrom.

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Maintenance of Licenses The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s duties and obligations under the Transaction Documents.

  • Record Maintenance The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

  • Operation and Maintenance of Properties The Borrower, at its own expense, will, and will cause each Subsidiary to:

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