Maximum Ownership Sample Clauses

Maximum Ownership. There is no limit on the number of Units or Percentage Interest that any Member may own.
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Maximum Ownership. Notwithstanding any other provision herein to the contrary, no Class A Member shall own or control, more than twenty percent (20%) of the issued and outstanding Membership Units (the “Maximum Ownership Percentage”). For purposes of the Maximum Ownership Percentage, all Units held by an Affiliate and/or Related Party of a Class A Member shall be deemed to be owned and held by such Class A Member. Any Class A Member whose Percentage of Membership Units exceeds the Maximum Ownership Percentage due to an involuntary Transfer of Units by operation of law or by inadvertent Company action (such as a redemption of Units by the Company) shall be entitled only to the Financial Rights with respect to such Units owned or controlled in excess of the Maximum Ownership Percentage and shall not be entitled to the Governance Rights with respect to such Units.
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Maximum Ownership. No Member together with its Affiliates shall own Percentage Interests in the Company in excess of thirty percent (30%).
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Maximum Ownership. Immediately following the purchase of Units pursuant to this Agreement, such Purchaser will not beneficially own, directly or indirectly, shares of Common Stock, including shares of Common Stock issuable upon exercise or conversion of the Warrants and any other Common Stock Equivalents, in an amount in excess of 19.9% of the total number of shares of Common Stock or voting power outstanding immediately prior to the issuance of the Securities in this offering.
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Maximum Ownership. (SECTION 1)
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Maximum Ownership. The Investor agrees that, for a period of two (2) years commencing at the Closing, the Investor and its affiliates will not Acquire (as defined below) any additional Common Stock, or securities convertible into Common Stock, which would cause the Investor's aggregate ownership (which shall include ownership by its affiliates) to exceed 30% of the then outstanding shares of Common Stock (the "Maximum Ownership Provision"). The Board of Directors may at any time, in its sole discretion, waive the Maximum Ownership Provision. The Company and the Investor further agree that the provisions of this Section 6.3 with respect to the permitted acquisition of additional Common Stock shall supersede and replace the provisions with respect to acquisition of Common Stock set forth in Section 7 of the Confidentiality Agreement, dated as of September 21, 2005 by and among Tinicum, Inc. and the Company (the "Confidentiality Agreement"). Promptly following the Closing, the Company, the Investor and Tinicum, Inc. shall formally amend the Confidentiality Agreement to (x) modify the term set forth in Section 21 thereof, which shall not be applicable to Section 7 thereof, until the later of (i) September 21, 2007 or (ii) such date when the Investor owns less than 50% of the Shares purchased pursuant to this Agreement, (y) add Investor as a party to the Confidentiality Agreement jointly and severally with Tinicum, Inc, and (z) amend Section 7 thereof to read in its entirety as set forth on Exhibit 4 hereto. Tinicum, Inc. has acknowledged its obligation set forth in the preceding sentence by its signature to this Agreement. For purposes of this Section 6.3, the term "Acquire" shall mean purchase, offer to purchase, contract to purchase, hold pursuant to an assignment, transfer, pledge, swap or hedge or otherwise acquire (or enter into any transaction which is designed to, or might reasonably be expected to, result in the acquisition (whether by actual acquisition or effective economic acquisition due to a cash settlement or otherwise) by the Investor or any of its affiliates or any person in privity with the Investor or any of its affiliates), directly or indirectly, or establish or increase a call equivalent position or decrease a put equivalent position with respect to any shares of the capital stock of the Company, any securities convertible into or exercisable or exchangeable for such capital stock, or which the undersigned has beneficial ownership within the rules and regula...
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Maximum Ownership. No Participant may be issued Shares under the Plan to the extent that such issuance will result in such Participant owning directly, indirectly, or beneficially over 2% of the total number of shares of ADL Common Stock outstanding, which percentage shall include any options to purchase ADL Common Stock and any ADL Common Stock held by such Participant, in all plans of ADL in which the Participant participates.
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Related to Maximum Ownership

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Joint Ownership 10 Annuitant............................................................... 10

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Ownership/No Claims Each Loan Party owns, or is licensed to use, all patents, patent applications, trademarks, trade names, servicemarks, copyrights, technology, trade secrets, proprietary information, domain names, know-how and processes necessary for the conduct of its business as currently conducted (the "INTELLECTUAL PROPERTY"), except for those the failure to own or license which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does any Loan Party know of any valid basis for any such claim, in each case that could reasonably be expected to result in a Material Adverse Effect. The use of such Intellectual Property by each Loan Party does not infringe the rights of any person, except for such claims and infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Ownership Ownership of the Deposits during the effective term of the Registry Agreement shall remain with Registry Operator at all times. Thereafter, Registry Operator shall assign any such ownership rights (including intellectual property rights, as the case may be) in such Deposits to ICANN. In the event that during the term of the Registry Agreement any Deposit is released from escrow to ICANN, any intellectual property rights held by Registry Operator in the Deposits will automatically be licensed to ICANN or to a party designated in writing by ICANN on a non-­‐exclusive, perpetual, irrevocable, royalty-­‐free, paid-­‐up basis, for any use related to the operation, maintenance or transition of the TLD.

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

  • Beneficial Ownership The Company shall not effect any conversions of this Note and the Holder shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000, the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be waived by Holder upon not less than 65 days prior written notification to the Company.

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