Maintenance Right Sample Clauses

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
Sample 1
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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............................................................
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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. 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:
Sample 1
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...
Sample 1
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 The Tenant shall at all times during the Term of this Lease, at its sole cost and expense, well, properly and sufficiently repair, maintain and keep the Leased Premises with the appurtenances (including, without restricting the generality of the foregoing, signs and inside and outside plate glass windows and doors, including all overhead or exterior doors to be installed) in good and substantial repair and shall repair, maintain and replace all fixtures and things which at any time during the Term of this Lease are located or erected in or upon the Lease Premises, such repair, maintenance and replacement to be made by the Tenant when, where and so often as need shall be, except for: (a) repairs required to be made by the Landlord pursuant to the provisions of Clause 4.01 hereof; and (b) reasonable wear and tear; Unless such excepted repairs are necessitated by the acts or omissions of the Tenant, its agents, employees, invitees or licensees. The cost of any repair or replacement required to be made of the Leased Premises as a result of any act or omission of the Tenant, its employees, servants, agents or licensees shall be paid in full by the Tenant. Provided further, notwithstanding anything to the contrary herein contained, the Tenant shall make all repairs and replacements to the Leased Premises made necessary by reason of burglary or attempted burglary. (c) It is understood that the Tenant will organize maintenance for the grounds and maintenance to keep all sidewalks, roadways and parking areas bordering on the Building free of ice and snow and the grass, if any, fronting the Building, cut and properly cared for. All contracts for this maintenance are to be approved by the Landlord in writing and the Tenant will be charged back their proportionate share of these costs as Operating Costs. Any maintenance costs which are shared with other tenants must have prior written approval from the Landlord.

  • Equipment Maintenance If this Contract involves computer or telecommunications hardware or other mechanical or electrical Equipment maintenance (use of the word "Equipment" means all the foregoing) as a Deliverable, then, during the warranty period and during any period covered by annual maintenance, the Contractor will provide Equipment maintenance to keep the Equipment in or restore the Equipment to good working order. This maintenance will include preventative and remedial maintenance, installation of safety changes, and installation of engineering changes based upon the specific needs of the individual item of Equipment. This maintenance will also include the repair, replacement, or exchange deemed necessary to keep the Equipment in good working order. For purposes of this Contract, Equipment restored to good working condition means Equipment that performs in accordance with the manufacturer's published specifications. The Contractor will exert its best efforts to perform all fault isolation and problem determination attributed to the Equipment covered under this Contract. The following services are outside the scope of this Contract: 1. Repair and replacement work or increase in maintenance time as a result of damage or loss resulting from accident, casualty, neglect, misuse, or abuse if such is the State's fault (and beyond normal wear and tear), damage resulting from improper packing or failure to follow prescribed shipping instruction (If such is done by the State), failure of electrical power, air conditioning or humidity control, use of supplies not approved by the original manufacturer of the Equipment as describe or included in the Contractor's proposal, or causes other than ordinary use of Equipment. 2. All information necessary for the State to perform the maintenance, including but not limited to logic diagrams, maintenance manuals and system and unit schematics with all changes noted. 3. A listing of spare parts and their recommended replacement schedule that will enable the State to create a centralized inventory of spare parts.

  • 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 It is the responsibility of the Tenant(s) to notify the Landlord immediately of any needed repair or unsafe condition existing around or in the Premises including but not limited to cracks in the foundation, cracks in plaster, moisture in walls and ceiling, buckling sheetrock or siding, or any leaks. If Xxxxxx(s) fails to immediately notify Landlord of visible problems, which result in damage to the unit, then Tenant(s) becomes liable for cost of resultant damage. All repairs necessary to maintain premises shall be done by or under the direction of the Landlord, at the Landlord’s expense, except those caused by negligence or acts of Tenant(s), Tenant’s agents, or invitees, which repairs shall be made at the sole cost of the Tenant(s). Such repairs shall be made to conform to the original condition of the Premises at the time the Tenant(s) took possession. Although the Landlord repairs normal wear and tear items, the adage “you broke it you pay to fix it” applies to the Tenant(s) and it applies during tenancy as well as at the end of tenancy. In addition, if a Tenant(s) calls for maintenance for which no such maintenance is needed (false call), Tenant(s) will be charged for the service call. Any repairs, including labor, material, and parts used, which are the responsibility of the Tenant(s), must be pre-approved in writing by the Landlord. Landlord shall be the sole judge as to what repairs are necessary. Landlord shall have no obligation to repair any defective condition, nor shall any defense or remedy be available to the Tenant(s), where the defective condition complained of was caused by the Tenant, Xxxxxx’s family, invitee, licensee, or other person acting under the control or direction of the Tenant(s), or where the Tenant unreasonably fails to notify the Landlord of the condition or allow the Landlord access to the Premises for purposes of the repair. Before exercising any of the remedies in accordance with the Landlord-Tenant Act, Tenant(s) must be current in rent. Tenant(s) shall be responsible for all broken glass. Tenant(s) shall not paint, re-wallpaper, or otherwise redecorate or make alterations to the Premises without the written consent of the Landlord. If written consent is given, such alterations shall be at the expense of the Tenant(s) and shall become part of the Premises and the Owner’s property upon termination of this Lease and tenancy. Tenant(s) shall not permit any act or thing deemed hazardous by Landlord due to potential risk of fire or which will increase the rate of insurance on said Premises. In case the Premises or surrounding areas shall be damaged by fire, rain, wind, or other cause beyond the control of the Landlord or the Tenant, then the Premises or surrounding areas shall be repaired within a reasonable time at the expense of the Landlord; and in case the damage is so extensive as to render the Premises unfit for human habitation, the rent shall cease until such time as the Premises will be put in repair. In case of total destruction, the rent shall be paid until the time of such destruction and from thenceforth this Lease Agreement shall cease and come to an end. In the event, the damage is caused by the act of the Tenant(s), or someone in or on the Premises by reason of Tenant’s permission or consent, there shall be no reduction of rent and Tenant(s) shall be liable for all costs of repair. Should Landlord notify Tenant(s) of intent to clean, replace carpets or paint the Premises, moving furniture and wall hangings shall be the duty and expense of the Tenant(s). Tenant(s) understands there will be no rent reductions, adjustments, or other compensation due to repairs or interruptions of service except as provided by law.

  • REPAIRS; MAINTENANCE The Owner hereby gives power to the Agent to supervise repairs, improvements, alterations, and decorations to the Property as well as purchase and pay bills for services and supplies. The Agent shall obtain prior approval of the Owner for all expenditures over $ for any single item. Prior approval for lesser amounts shall not be required for monthly or recurring operating charges or if emergency expenditures over the maximum are, in the Agent’s opinion, needed to protect the Property from damage, prevent injury to persons, avoid suspension of necessary services, avoid penalties or fines, or suspension of services to tenants required by a lease or rental agreement or by law, including, but not limited to, maintaining the Property in a condition fit for human habitation as required by applicable law.

  • Maintenance & Repairs 5.1 Lessee shall at all times be responsible for maintaining at its own expense the leased premises in a clean, orderly and safety condition, except as hereinafter provided. Lessee shall be responsible, at its own expense, to clean and maintain all trade fixtures, machinery and equipment furnished by Lessee within the leased premises. Lessee shall be responsible to deposit normal office waste and rubbish at a location at the Central School as designated by Lessor. 5.2 Lessee shall be responsible to perform all repairs the need for which is caused by Xxxxxx's use of the premises except that Lessor shall be responsible to perform major repairs of a structural nature. Lessor shall be responsible to arrange for removal of waste and rubbish from the location designated as the deposit location for lessees. All costs incurred by Lessor pursuant to the obligations of this Paragraph shall be included within "operating costs". 5.3 Lessor shall provide custodian services for the common areas of Central School. Costs incurred by Lessor in providing such custodian services shall be included within "operating costs".

  • Road Maintenance Purchaser shall maintain roads, commensurate with Purchaser’s use, in accor- dance with Road Maintenance Requirements in C5.31 and the Road Maintenance Specifications. Performance of road maintenance work by Purchaser may be required prior to, during, or after each period of use. The timing of work accomplishment shall be based on Purchaser’s Op- erating Schedule under B6.31.

  • 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: a. Number of shares; b. Date, price and amount of purchases and redemptions (including dividend reinvestments) and dates and amounts of dividends paid for at least the current year to date; c. Name and address of the Customer, including zip codes and social security numbers or taxpayer identification numbers; d. Records of distributions and dividend payments; and e. Any transfers of shares.

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