Maintenance Right Clause Samples
A Maintenance Right clause grants one party the authority to perform maintenance, repairs, or upkeep on certain property or equipment covered by the agreement. This clause typically outlines the scope of permitted maintenance activities, any required notice to the other party, and the standards or timing for such work. By clearly defining who is responsible for maintenance and under what conditions it can be performed, the clause helps prevent disputes over property condition and ensures ongoing functionality and value.
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.
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
Maintenance Right. (a) In the event that the Company proposes an issuance of any Units (“New Securities”) to any party, it shall give written notice of such issuance to each Member (the “Offerees”). The Company’s written notice to the Offerees shall describe the Units proposed to be issued by the Company and specify the number, price, and payment terms. Each Offeree shall have the right, for a period of 15 calendar days from the date of such notice, to agree to purchase, at the same price and on the same terms and conditions, such Offeree’s pro rata share of the New Securities. An Offeree’s pro rata share of New Securities, for purposes of this maintenance right, is the product of such Member’s Percentage Interest multiplied by the total number of New Securities the Company proposes to issue. Each Offeree may accept the Company’s offer as to the pro rata share of New Securities offered to it or any lesser number, by written notice thereof given by it to the Company prior to the expiration of the aforesaid 15-day period. Each Offeree shall have a right of over-allotment such that if any Offeree fails to exercise its right hereunder to purchase its pro rata share of New Securities, the other Offerees may purchase the non-purchasing Offeree’s unexercised portion on a pro rata basis within 10 calendar days from the date that the Company provides the Offerees notice that such non-purchasing Offeree fails to exercise its right hereunder to purchase its pro rata share of New Securities.
(b) The Company shall be free at any time after the end of the aforesaid 15‑day period and after the expiration of the 10-day period for the exercise of the over-allotment provisions, if applicable, and prior to 120 days after the date of its notice of offer to the Offerees, to offer and sell to any third party or parties the number of such New Securities not agreed by the Offerees to be purchased by them, at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Offerees. However, if such third party sale or sales are not consummated within such 120-day period, the Company shall not sell such New Securities as have not been purchased within such period without again complying with this Section 5.10. In the event such third party sale or sales are ultimately consummated, each of the Members’ Percentage Interests shall be diluted by the issuance of New Securities as set forth in Section 5.4(a).
Maintenance Right. This maintenance right (the "Maintenance ----------------- Right") shall be subject to the following provisions:
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............................................................
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...
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.
Maintenance Right