Ownership Caps Clause Samples

An Ownership Caps clause sets a maximum limit on the percentage of ownership or equity that any single party or group can hold in a company or entity. In practice, this means that if a shareholder attempts to acquire shares that would push their ownership above the specified cap, the transaction may be restricted or voided, or excess shares may be subject to forced sale or transfer. The core function of this clause is to prevent any one party from gaining disproportionate control, thereby protecting the interests of other stakeholders and maintaining balanced governance.
Ownership Caps. (i) Notwithstanding anything herein to the contrary, Iterum shall not issue to any Holder of a Specified Note, and no Holder of a Specified Note may acquire, a number of Ordinary Shares upon exchange of a Note and the Company shall not otherwise deliver any Ordinary Shares pursuant hereto, to the extent that, (1) upon such exchange, the number of Ordinary Shares then beneficially owned by the Holder and its Affiliates and any other Persons or entities whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including any shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to exchange, convert, exercise or purchase similar to the limitation set forth herein) would exceed 19.99% of the total number of Ordinary Shares issued and outstanding or (2) such issuance, when aggregated with any other Ordinary Shares theretofore or simultaneously therewith issued to or otherwise beneficially owned by the Holder and its Affiliates and any other Persons or entities whose beneficial ownership of Ordinary Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including any shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to exchange, convert, exercise or purchase similar to the limitation set forth herein) would otherwise result in a “change of control” of Iterum within the meaning of Nasdaq Listing Rule 5635(b) ((a) and (b), together, the “Individual Ownership Cap”); except that such limitation shall not apply in the event that Iterum obtains all necessary Shareholder Approvals for such exchange. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission, and the percentage held by the Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. (ii) Notwithstanding anything herein to the contrary, Iterum shall not issue to any Holder of a Specified Note, and no such Holder may acquire, a number of Ordinary Shares upon exchange of a Note and the Company shall not otherwise deliver any Ordinary Shares pursuant hereto, to th...
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Ownership Caps. (a) The Company shall not issue to Lender any Warrants (other than Blocked Warrants pursuant to Section 4.1(b) above) or shares of Common Stock under this Agreement until such time when such shares (including shares issuable upon exercise of the Warrants) proposed to be issued, when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Global Market) by the Lender would not result in the beneficial ownership by the Lender of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Ownership Cap”), without the prior written consent of Lender. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.
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Ownership Caps. (a) The Company shall not issue to Lender any Warrants (other than Blocked Warrants pursuant to Section 4.1(b) above) or shares of Common Stock under this Agreement until such time when such shares (including shares issuable upon exercise of the Warrants) proposed to be issued, when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Stock Market ) by Lender would not result in the beneficial ownership by Lender of more than 9.99% of the then issued and outstanding shares of Common Stock (the “9.99% Ownership Cap”), without the prior written consent of Lender. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. (b) The Company shall not increase the number of shares of Common Stock that may be acquired pursuant to Section 10 of the form of warrant attached hereto as Exhibit B (the “Warrant Reset”) until such time when the shares issuable upon exercise of the such Warrants, when aggregated with all other shares acquired through this financing by Lender and the investors in the Concurrent Financing (in the aggregate as a whole) would not result in the beneficial ownership by Lender and the investors in the Concurrent Financing (in the aggregate as a whole) of more than 19.99% of the issued and outstanding shares of Common Stock (the “19.99 Ownership Cap”, and together with the 9.99% Ownership Cap, the “Ownership Cap”) on the date hereof giving effect to such Warrant Reset as if the exercise price resulting from such Warrant Reset had been in effect on the date hereof, unless stockholder approval is obtained by the Company to issue the shares of Common Stock in excess of the Ownership Cap. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. The requisite vote for obtaining stockholder approval as contemplated by this Agreement shall be calculated as required by the rules and regulations of the NASDAQ Stock Market.
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Related to Ownership Caps

  • 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.

  • Ownership & License You agree that the Bank retains all ownership and proprietary rights in the Services, associated content, technology, and website(s). Your use of the Services is subject to and conditioned upon your complete compliance with this Agreement. Without limiting the effect of the foregoing, any breach of this Agreement immediately terminates your right to use the Services. Without limiting the restriction of the foregoing, you may not use the Services (i) in any anti-competitive manner, (ii) for any purpose which would be contrary to the Bank's business interest, or (iii) to the Bank's actual or potential economic disadvantage in any aspect. You may use the Services only for non-business, personal use in accordance with this Agreement. You may not copy, reproduce, distribute or create derivative works from the content and agree not to reverse engineer or reverse compile any of the technology used to provide the Services.

  • 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 Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • OWNERSHIP TITLE The Licensed Software is the proprietary property of Symantec or its licensors and is protected by copyright law. Symantec and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Symantec and/or its licensors.