Percentage Maintenance Share Sample Clauses
The Percentage Maintenance Share clause defines how maintenance costs or responsibilities are divided among parties based on predetermined percentages. Typically, this clause applies in joint ownership or shared property agreements, where each party is assigned a specific share of ongoing maintenance expenses proportional to their ownership interest or another agreed metric. Its core function is to ensure fairness and transparency in cost allocation, preventing disputes by clearly outlining each party’s financial obligations for maintenance.
Percentage Maintenance Share. (a) Following the Second Trigger Date, to the extent permitted under Nasdaq rules, with respect to any Company Securities that the Company may from time to time issue or sell to any Person, the Company hereby grants to ▇▇▇▇▇▇▇ the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction.
(b) Without limiting ▇▇▇▇▇▇▇’▇ rights pursuant to Section 3.6, the Company shall give written notice to ▇▇▇▇▇▇▇ (a “Maintenance Notice”) of any issuance or sale of described in Section 4.4(a) within five (5) Business Days following such issuance or sale. The Maintenance Notice shall set forth the material terms and conditions of such issuance or sale, including:
(i) the number and class of the Company Securities issued or sold and the percentage of the outstanding shares of capital stock of the Company such issuance or sale represented;
(ii) the Percentage Maintenance Share with respect to such issuance or sale; and
(iii) the Proposed Purchase Price.
(c) For a period of 30 days (such period, as it may be extended pursuant to the proviso of this sentence, the “Maintenance Election Period”) following the receipt by ▇▇▇▇▇▇▇ of a Maintenance Issuance Notice, ▇▇▇▇▇▇▇ shall have the right to elect irrevocably to purchase up to its Percentage Maintenance Share at the Proposed Purchase Price by delivering a written notice to the Company; provided that, following receipt of a Maintenance Issuance Notice, ▇▇▇▇▇▇▇ may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) ▇▇▇▇▇▇▇ shall purchase up to its Percentage Maintenance Share at such other Proposed Purchase Price and (ii) the Maintenance Election Period shall be tolled for so long as ▇▇▇▇▇▇▇ and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as ▇▇▇▇▇▇▇ and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, ▇▇▇▇▇▇▇ shall not have delivered such notice to the Company, ▇▇▇▇▇▇▇ shall be deemed to have waived all of its rights under this Section 4.4 with respect to the purchase of the Company Securities referred to in the Maintenance Issuance Notice. The closing of any purchase by ▇▇▇▇▇▇▇ shall be consummated promptly following ▇▇▇▇▇▇▇’▇ delivery of such notice; provided that the closing of any purchase by ▇▇▇▇▇▇▇ may be extended to the extent necessary to (x) obtain any requir...