Common use of Percentage Maintenance Share Clause in Contracts

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 Xxxxxxx the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction. (b) Without limiting Xxxxxxx’x rights pursuant to Section 3.6, the Company shall give written notice to Xxxxxxx (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 Xxxxxxx of a Maintenance Issuance Notice, Xxxxxxx 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, Xxxxxxx may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) Xxxxxxx 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 Xxxxxxx and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as Xxxxxxx and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, Xxxxxxx shall not have delivered such notice to the Company, Xxxxxxx 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 Xxxxxxx shall be consummated promptly following Xxxxxxx’x delivery of such notice; provided that the closing of any purchase by Xxxxxxx may be extended to the extent necessary to (x) obtain any required approval of a Governmental Authority or (y) to the extent stockholder approval is required under the Nasdaq rules, in which case the Company and Xxxxxxx shall use their respective reasonable best efforts to obtain any such approval(s); provided that the Xxxxxxx Ownership Percentage and the Xxxxxxx Fully-Diluted Ownership Percentage shall at all times during this period be calculated as if Xxxxxxx shall have exercised its rights pursuant to this Section 4.4 in full and as if any Company Securities not yet issued or sold to the third party described in the Maintenance Notice shall have been issued or sold, until such time that (i) such sale to Xxxxxxx is consummated, (ii) in the case of a required approval of a Governmental Authority, there is a final, non-appealable court order prohibiting Xxxxxxx from acquiring such Company Securities, (iii) in the case stockholder approval is required under the Nasdaq rules, such stockholder vote shall have occurred and such sale to Xxxxxxx not be approved or (iv) Xxxxxxx determines not to exercise such rights.

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 Xxxxxxx the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction. (b) Without limiting Xxxxxxx’x rights pursuant to Section 3.6, the Company shall give written notice to Xxxxxxx (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 Xxxxxxx of a Maintenance Issuance Notice, Xxxxxxx 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, Xxxxxxx may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) Xxxxxxx 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 Xxxxxxx and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as Xxxxxxx and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, Xxxxxxx shall not have delivered such notice to the Company, Xxxxxxx 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 Xxxxxxx shall be consummated promptly following Xxxxxxx’x delivery of such notice; provided that the closing of any purchase by Xxxxxxx may be extended to the extent necessary to (x) obtain any required approval of a Governmental Authority or (y) to the extent stockholder approval is required under the Nasdaq rules, in which case the Company and Xxxxxxx shall use their respective reasonable best efforts to obtain any such approval(s); provided that the Xxxxxxx Ownership Percentage and the Xxxxxxx Fully-Diluted Ownership Percentage shall at all times during this period be calculated as if Xxxxxxx shall have exercised its rights pursuant to this Section 4.4 in full and as if any Company Securities not yet issued or sold to the third party described in the Maintenance Notice shall have been issued or sold, until such time that (i) such sale to Xxxxxxx is consummated, (ii) in the case of a required approval of a Governmental Authority, there is a final, non-appealable court order prohibiting Xxxxxxx from acquiring such Company Securities, (iii) in the case stockholder approval is required under the Nasdaq rules, such stockholder vote shall have occurred and such sale to Xxxxxxx not be approved or (iv) Xxxxxxx determines not to exercise such rights. (d) For the avoidance of doubt, the provisions of this Section 4.4 shall be in effect following the Second Trigger Date. Notwithstanding anything to the contrary in this Agreement, this Section 4.4 shall not apply with respect to the issuance or sale of Other Company Securities (as defined in the Pre-Agreed Procedures) which shall be subject to the terms and conditions of the Pre-Agreed Procedures.

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 Xxxxxxx Emerson the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction. (b) Without limiting Xxxxxxx’x Emerson’s rights pursuant to Section ‎Section 3.6, the Company shall give written notice to Xxxxxxx Emerson (a “Maintenance Notice”) of any issuance or sale of described in Section ‎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 Xxxxxxx Emerson of a Maintenance Issuance Notice, Xxxxxxx Emerson 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, Xxxxxxx Emerson may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) Xxxxxxx Emerson 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 Xxxxxxx Emerson and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as Xxxxxxx Emerson and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, Xxxxxxx Emerson shall not have delivered such notice to the Company, Xxxxxxx Emerson shall be deemed to have waived all of its rights under this Section 4.4 ‎4.4 with respect to the purchase of the Company Securities referred to in the Maintenance Issuance Notice. The closing of any purchase by Xxxxxxx Emerson shall be consummated promptly following Xxxxxxx’x Emerson’s delivery of such notice; provided that the closing of any purchase by Xxxxxxx Emerson may be extended to the extent necessary to (x) obtain any required approval of a Governmental Authority or (y) to the extent stockholder approval is required under the Nasdaq rules, in which case the Company and Xxxxxxx Emerson shall use their respective reasonable best efforts to obtain any such approval(s); provided that the Xxxxxxx Emerson Ownership Percentage and the Xxxxxxx Emerson Fully-Diluted Ownership Percentage shall at all times during this period be calculated as if Xxxxxxx Emerson shall have exercised its rights pursuant to this Section ‎Section 4.4 in full and as if any Company Securities not yet issued or sold to the third party described in the Maintenance Notice shall have been issued or sold, until such time that (i) such sale to Xxxxxxx Emerson is consummated, (ii) in the case of a required approval of a Governmental Authority, there is a final, non-appealable court order prohibiting Xxxxxxx Emerson from acquiring such Company Securities, (iii) in the case stockholder approval is required under the Nasdaq rules, such stockholder vote shall have occurred and such sale to Xxxxxxx Emerson not be approved or (iv) Xxxxxxx Emerson determines not to exercise such rights. (d) For the avoidance of doubt, the provisions of this ‎Section 4.4 shall be in effect following the Second Trigger Date. Notwithstanding anything to the contrary in this Agreement, this ‎Section 4.4 shall not apply with respect to the issuance or sale of Other Company Securities (as defined in the Pre-Agreed Procedures) which shall be subject to the terms and conditions of the Pre-Agreed Procedures.

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 Xxxxxxx Emerson the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction. (b) Without limiting Xxxxxxx’x rights pursuant to Section 3.6, the Company shall give written notice to Xxxxxxx Emerson (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 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 Xxxxxxx Emerson of a Maintenance Issuance Notice, Xxxxxxx Emerson 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, Xxxxxxx Emerson may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) Xxxxxxx Emerson 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 Xxxxxxx Emerson and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as Xxxxxxx Emerson and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, Xxxxxxx Emerson shall not have delivered such notice to the Company, Xxxxxxx Emerson 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 Xxxxxxx Emerson shall be consummated promptly following Xxxxxxx’x delivery of such notice; provided that the closing of any purchase by Xxxxxxx Emerson may be extended to the extent necessary to (x) obtain any required approval of a Governmental Authority or (y) to the extent stockholder approval is required under the Nasdaq rules, in which case the Company and Xxxxxxx Emerson shall use their respective reasonable best efforts to obtain any such approval(s); provided that the Xxxxxxx Emerson Ownership Percentage and the Xxxxxxx Emerson Fully-Diluted Ownership Percentage shall at all times during this period be calculated as if Xxxxxxx Emerson shall have exercised its rights pursuant to this Section 4.4 in full and as if any Company Securities not yet issued or sold to the third party described in the Maintenance Notice shall have been issued or sold, until such time that (i) such sale to Xxxxxxx Emerson is consummated, (ii) in the case of a required approval of a Governmental Authority, there is a final, non-appealable court order prohibiting Xxxxxxx Emerson from acquiring such Company Securities, (iii) in the case stockholder approval is required under the Nasdaq rules, such stockholder vote shall have occurred and such sale to Xxxxxxx Emerson not be approved or (iv) Xxxxxxx Emerson determines not to exercise such rights. 19 TABLE OF CONTENTS (d) For the avoidance of doubt, the provisions of this Section 4.4 shall be in effect following the Second Trigger Date. Notwithstanding anything to the contrary in this Agreement, this Section 4.4 shall not apply with respect to the issuance or sale of Other Company Securities (as defined in the Pre-Agreed Procedures) which shall be subject to the terms and conditions of the Pre-Agreed Procedures.

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 Xxxxxxx Emerson the right to purchase Company Securities up to its Percentage Maintenance Share in connection with such transaction. (b) Without limiting Xxxxxxx’x Emerson’s rights pursuant to Section 3.6, the Company shall give written notice to Xxxxxxx Emerson (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 Xxxxxxx Emerson of a Maintenance Issuance Notice, Xxxxxxx Emerson 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, Xxxxxxx Emerson may agree upon a different Proposed Purchase Price with an RPT Committee in accordance with the Related Party Transactions Policy in which case (i) Xxxxxxx Emerson 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 Xxxxxxx Emerson and an RPT Committee are working in good faith to agree on a Proposed Purchase Price until such time as Xxxxxxx Emerson and such RPT Committee agree on the Proposed Purchase Price. If, at the termination of the Maintenance Election Period, Xxxxxxx Emerson shall not have delivered such notice to the Company, Xxxxxxx Emerson 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 Xxxxxxx Emerson shall be consummated promptly following Xxxxxxx’x Emerson’s delivery of such notice; provided that the closing of any purchase by Xxxxxxx Emerson may be extended to the extent necessary to (x) obtain any required approval of a Governmental Authority or (y) to the extent stockholder approval is required under the Nasdaq rules, in which case the Company and Xxxxxxx Emerson shall use their respective reasonable best efforts to obtain any such approval(s); provided that the Xxxxxxx Emerson Ownership Percentage and the Xxxxxxx Emerson Fully-Diluted Ownership Percentage shall at all times during this period be calculated as if Xxxxxxx Emerson shall have exercised its rights pursuant to this Section 4.4 in full and as if any Company Securities not yet issued or sold to the third party described in the Maintenance Notice shall have been issued or sold, until such time that (i) such sale to Xxxxxxx Emerson is consummated, (ii) in the case of a required approval of a Governmental Authority, there is a final, non-appealable court order prohibiting Xxxxxxx Emerson from acquiring such Company Securities, (iii) in the case stockholder approval is required under the Nasdaq rules, such stockholder vote shall have occurred and such sale to Xxxxxxx Emerson not be approved or (iv) Xxxxxxx Emerson determines not to exercise such rights. (d) For the avoidance of doubt, the provisions of this Section 4.4 shall be in effect following the Second Trigger Date. Notwithstanding anything to the contrary in this Agreement, this Section 4.4 shall not apply with respect to the issuance or sale of Other Company Securities (as defined in the Pre-Agreed Procedures) which shall be subject to the terms and conditions of the Pre-Agreed Procedures.