Right to Maintain. During the Right to Maintain Period:
(a) The Company shall provide the Investor the opportunity to purchase in any Offering up to its Pro Rata Share; provided, however, in no event shall the Investor be entitled to purchase an amount of Equity Securities in any such Offering that would cause Section 3.2 to be violated.
(b) No later than fifteen (15) Business Days prior to the anticipated consummation of an Offering, the Company shall send a written notice (the “Offering Notice”) to the Investor, indicating the material terms and conditions of the proposed Offering, including, without limitation, (i) the number and type of Equity Securities expected to be offered or sold and the material terms of such Equity Securities, (ii) the expected price at which it proposes to offer or sell such Equity Securities, or the expected formula for determining such price, (iii) the expected timing of the Offering, and (iv) the name, telephone and facsimile number or e-mail address of the Person at the Company to whom the Investor should deliver a Response Notice (as defined below). If, prior to the consummation of the Offering, the terms and conditions of the proposed Offering change, with the result that the price will be less than the minimum price set forth in the Offering Notice or the other principal terms and conditions will be materially more favorable to potential subscribers in the Offering than those set forth in the Offering Notice, it will be necessary for a separate Offering Notice to be furnished, and the terms and provisions of this Section 3.1 separately complied with, in order to consummate the Offering pursuant to this Section 3.1.
(c) The Investor shall have the right, by providing written notice to the Company no later than five (5) Business Days prior to the anticipated consummation of an Offering and indicating the name, telephone number, facsimile number or e-mail address of the Person or Persons that the underwriter(s) of the Offering should call to coordinate with respect to any sales to the Investor, to either (i) purchase Equity Securities up to its Pro Rata Share in the Offering upon the terms and conditions specified in the Offering Notice and upon the same terms and conditions applicable to all other participants in such proposed Offering, or (ii) waive its right to so purchase Equity Securities up to its Pro Rata Share in the Offering (in either case, a “Response Notice”). If the Investor or a Permitted Transferee shall fail to provide the Com...
Right to Maintain. If the percentage interest of the Purchaser in the Total Voting Power (as defined below) of the Company is reduced as a result of an issuance by the Company of Common Stock or of any other voting security of the Company (including any issuance following conversion of any security convertible into or exchangeable for Common Stock or any other voting security of the Company or upon exercise of any option, warrant or other right to acquire any Common Stock or any other voting security of the Company), the Company shall so notify the Purchaser by written dated notice within 10 calendar days after such issuance and shall offer to sell to the Purchaser, and if such offer is accepted within 10 calendar days of receipt of such offer, shall sell to the Purchaser, at a purchaser price per share equal to the Average Market Price per share on the date of the Company's notice given pursuant to this Section 5, that number of shares of Common Stock which, if purchased by the Purchaser, would result in the Purchaser's retaining the percentage interest in the total Voting Power of the Company in effect prior to such reduction of its interest, up to a percentage interest of twenty-five percent (25%). For purposes of this Agreement, the Average Market Price of any security at any date shall be the average of the closing prices for a share of such security on the 10 consecutive trading days ending on the trading date last preceding the date of determination of such price, as reported on the NASDAQ National Market System ("NMS") or, if such closing prices shall not be reported on the NMS, the average of the mean between the closing bid and asked prices of a share of such security on such 10 consecutive trading days as so reported or, if such prices shall not be so reported, as the same shall be reported by the NASDAQ Over-the-Counter Market or, in all other cases, the value set in good faith by the Company's Board of Directors. The purchase and sale of any shares of Common Stock pursuant to any offer made under this Section 5 that is accepted by the Purchaser shall take place at 10:00 a.m. on the business day following the expiration or early termination of all waiting periods imposed on such purchase and sale by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act ("HSR Act") or, if no waiting period is imposed on such purchase and sale by the HSR Act, on the business day following the Purchaser's acceptance of such offer at the offices of the Company, or at such other time and p...
Right to Maintain. 7 10. Limitation on Ownership of Company Securities............................................................ 8
Right to Maintain. (a) The Parties shall cause the Company to grant to PeoplePC, @viso and, following the exercise of the Warrant, SBCP, the right of first refusal to acquire its Pro Rata Share of New Securities (as defined in this Section 9) which the Company may, from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right of first refusal, is the ratio that (i) the sum of the number of Class A Common Shares and shares of Conversion Stock then held by PeoplePC, @viso or SBCP, as the case may be, bears to (ii) the sum of the total number of Class A Common Shares outstanding and shares of Conversion Stock then held by all Holders.
(b) Except as set forth below, "New Securities" shall mean any shares of Company Securities, including any class of Common Shares and any series of Preferred Shares, whether now authorized or not, and rights, options or warrants to acquire said shares of Common Shares or Preferred Shares, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Shares or Preferred Shares. Notwithstanding the foregoing, "New Securities" does not include:
Right to Maintain. For purposes of this Article VIII, the term "
Right to Maintain. (a) In the event that Sprint, shall exercise its rights (the "SPRINT TOP-UP RIGHTS") to purchase capital stock of the Company pursuant to its rights under Section 3.01 of the Governance Agreement, with respect to the issuance of capital stock of the Company to Purchaser, and/or with respect to the merger of the Company and Mindspring Enterprises, Inc. with WWW Holdings, Inc. (the "COMPANY MERGER") pursuant to the Agreement and Plan of Reorganization dated September 22, 1999, by and among the Company, Mindspring Enterprises, Inc. and WWW Holdings, Inc., Purchaser shall have the right to purchase (a "PURCHASER TOP-UP"), at a per share purchase price equal to the lesser of (i) the average of the closing prices of the Company Common Stock on the Nasdaq National Market (or the principal or market on which the Company Common Stock is then listed or quoted) for the ten (10) trading days preceding the date of closing of the exercise of such Purchaser Top-Up, or (ii) the per share price paid by Sprint in connection with the most recent exercise of its Sprint Top-Up Rights, an additional number of shares (the "TOP-UP SHARES") of Preferred Stock of the Company such that following such purchase Purchaser will beneficially own the same percentage of the fully-diluted capital stock of the Company as Purchaser owned prior to the exercise of such Sprint Top-Up Rights by Sprint; provided that, in the event Purchaser fails to elect to purchase such shares to which it is entitled pursuant to this Section 6.1
1. The closing of any such purchase shall take place at a time and location mutually agreed to by Purchaser and the Company which shall be no less than 2 days or greater than 5 days from the date of such election. Any shares of Preferred Stock of the Company acquired by Purchaser pursuant to this Section 6.1 shall be deemed "Preferred Stock" for purposes of this Agreement.
(b) Purchaser shall have the right to purchase additional shares in accordance with Section 6.1(a) in response to the exercise by Sprint of the Sprint Top-Up Rights in response to Purchaser's purchase of additional shares under Section 6.1(a); provided that the per share price with respect to such additional shares shall equal the lesser of (i) the average of the closing prices of the Company Common Stock on the Nasdaq National Market (or the principal or market on which the Company Common Stock is then listed or quoted) for the ten (10) trading days preceding the date of closing of the exercise of suc...
Right to Maintain. The District shall maintain a personnel file for each employee at the District 36 central office. There shall be no separate personnel files kept by the District. The District 37 superintendent shall be responsible for the safeguard of the District personnel files. 38
Right to Maintain. The Town, and its agents and contractors, shall have the right, but not the obligation, to enter upon any lot on which Drainage Areas exist for the purpose of inspecting and maintaining the Drainage Improvements. Additionally, in the event that any Drainage Areas on a lot have been filled, altered, or disturbed (and such an event is hereafter referred to as a “Disturbance”) without the prior written consent of the Town and the same is not corrected within thirty (30) days after notice thereof by the Town to the owner(s) of such lot, or such other reasonable time period giving consideration to the time of year indicated in the notice, the Town, and its agents and contractors, shall have the right, but not obligation, to enter upon such lot for the purpose of performing work necessary to correct the Disturbance, repair any damage caused by the Disturbance, and assess the costs thereof against the lot as an unpaid service charge under Minnesota Statutes, section 366.012, Minnesota Statutes, chapter 429, or such other authority as may exist. In the event of an emergency, the Town shall not be required to provide notice and an opportunity to the lot owner(s) to perform such necessary work, but may nonetheless assess the cost thereof to the lot.
Right to Maintain. On an after the Effective Date, ----------------- Executive shall be deemed a "Qualified Purchaser" under the Company's Third Amended Investor Rights Agreement, as amended from time to time.
Right to Maintain. The District shall maintain a personnel file for each employee. There shall be no separate personnel files.
