Right to Maintain Interest Sample Clauses

Right to Maintain Interest. If, after the completion of a program during which a Defaulting Party failed to pay its proportionate share of any expenditures, subsequent programs are proposed and carried out, the Defaulting Party shall have the right to maintain its reduced participating interest (if more than ten per cent (10%)) by paying its proportionate share of the subsequent programs based on such reduced interest, in accordance with the provisions of paragraph 6.0 of this Schedule “B”.
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Right to Maintain Interest. For so long as the Trust owns at least 600,000 shares of common stock of Akorn (subject to appropriate adjustment in the case of stock splits or stock dividends), if at any time or from time to time Akorn issues, sells, transfers or otherwise disposes of (an “Issuance”) any shares of its capital stock (other than (1) shares issued to employees or directors pursuant to employee benefit plans and director stock options in existence at the date hereof, and (2) shares issued in stock splits or dividends), Akorn agrees to notify the Trust In writing of the terms of the Issuance (which notice shall identify all parties in interest to, and the precise terms of, such offer or proposal), and to the extent that the Trustee has not exercised its right of first refusal as set forth in Section 2(g), the Trust shall thereupon be entitled to purchase from Akorn up to a number of shares of common stock of Akorn such that after such purchase and after the Issuance the ratio of the number of shares of common stock of Akorn then held by the Trust as compared to the total number of shares of common stock of Akorn then outstanding, in each case assuming exercise of the Warrant, shall be equal to the ratio of the number of shares of common stock of Akorn held by the Trust prior to the Issuance as compared to the total number of shares of common stock of Akorn outstanding prior to the Issuance, in each case assuming exercise of the Warrant, at a price per share equal to the price agreed to by the parties to the Issuance, if specified by them or, if not so specified, at a price equal on a per share basis to the Fair Value of the consideration received by the parties to the Issuance, the term “Fair Value” having the meaning Bet forth in Section 4(b) of the Warrant, upon notification in writing by the Trust to Akorn within 30 days following receipt of such notification from Akorn, with a closing of the transaction to be consummated within 60 days following the Trust’s notification to exercise its right to purchase.
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Right to Maintain Interest. 4.1 SUBSEQUENT OFFERINGS. Each Investor and holder of Series B Stock shall have a right to purchase its Pro Rata Share (as defined herein) of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. The Company may, at its election, sell such Investor and holder of Series B Stock its Pro Rata Amount of Equity Securities at the initial closing of the sale of Equity Securities or at a subsequent closing of which shall take place within ninety (90) days of the initial closing. The Pro Rata Share of an Investor and holder of Series B Stock shall be equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock) which such Investor and holder of Series B Stock is deemed to hold immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.
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Right to Maintain Interest. The Company hereby grants to each Investor the right to purchase its Pro Rata Amount (as defined below) of any New Securities (as defined in this Section 4) that the Company may, from time to time, propose to sell and issue. The Company may, at its election, sell such Investor its Pro Rata Amount of New Securities at the initial closing of the sale of New Securities or at a subsequent closing, which shall take place within 90 days of the initial closing. An Investor's Pro Rata Amount shall be the ratio of (i) the number of issued and outstanding shares (on an as-converted basis) of Convertible Securities and/or Registrable Securities held by such Investor immediately prior to the initial closing of the sale of such New Securities to (ii) the total number of shares of Common Stock of the Company outstanding (on an as-converted basis) immediately prior to the initial closing of the sale of such New Securities, including all outstanding securities convertible into, exchangeable for or exercisable for Common Stock on an as- converted or exercised basis (including but not limited to the Convertible Securities and outstanding options exercisable for Common Stock). This right to maintain interest shall be subject to the following provisions:
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Right to Maintain Interest. 21 4.1 Subsequent Offerings . . . . . . . . . . . . . . . . . . . . . . . . . . 21 4.2 Exercise Of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 4.3 Issuance Of Equity Securities To Other Persons . . . . . . . . . . . . . 22 4.4 Termination Of Rights To Maintain Interest . . . . . . . . . . . . . . . 22 4.5 Transfer Of Rights To Maintain Interest. . . . . . . . . . . . . . . . . 22 4.6 Excluded Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 22 SECTION 5 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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Right to Maintain Interest 
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Related to Right to Maintain Interest

  • Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City.

  • NO OBLIGATION TO MAINTAIN RELATIONSHIP The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Participant’s participation in the Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

  • Right to Match (a) Vitran may take any action that is prohibited by Sections 16(a)(iii) or (iv) in respect of any Acquisition Proposal if and only if: (i) such Acquisition Proposal constitutes a Superior Proposal; (ii) Vitran has been, and continues to be, in compliance with its obligations under Sections 16, 17 and 18; (iii) such Acquisition Proposal is in writing and Purchaser has been provided with a copy of the letter of intent or agreement relating to such Superior Proposal; (iv) Vitran has delivered to the Purchaser a written notice of the determination of the directors of Vitran that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the directors of Vitran to make a Change in Recommendation and to accept, approve, endorse, recommend or enter into a definitive agreement with respect to such Superior Proposal, which notice will include the director’s determination regarding the value or range of value in financial terms that the directors of Vitran have, in consultation with Vitran’s financial advisors, determined should be ascribed to any non-cash consideration, if any, offered under the Superior Proposal (the “Superior Proposal Notice”); (v) at least five Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which Purchaser received the Superior Proposal Notice and the date on which Purchaser received a copy of the letter of intent or agreement relating to such Superior Proposal; (vi) if Purchaser has offered to amend this Agreement and the Arrangement pursuant to Section 18(b), the directors of Vitran (i) have determined in good faith, after consultation with Vitran’s outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (compared to the terms of the Arrangement as proposed to be amended by Purchaser under Section 18(b)); and (vii) Vitran has terminated this Agreement pursuant to Section 20(a)(iii)2) and paid any applicable Termination Fee pursuant to Section 19(b). (b) During the Matching Period: (i) Purchaser will have the opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal, (ii) the directors of Vitran shall review any offer made by Purchaser to amend the terms of this Agreement and the Arrangement in good faith after consultation with Vitran’s outside legal and financial advisors, in order to determine whether such offer would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (iii) Vitran shall negotiate in good faith with Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable Purchaser to proceed with the Transactions contemplated by this Agreement on such amended terms. If the directors of Vitran determine that such Acquisition Proposal would cease to be a Superior Proposal, Vitran shall promptly so advise Purchaser and the Parties shall amend this Agreement to reflect such offer made by Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. (c) The right of Purchaser under this Section 18 to amend the Arrangement shall apply to a maximum of two amendments or modifications to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Vitran Shareholders or other material terms or conditions thereof and Purchaser shall not have the right to further amend the Arrangement in respect of a third such amendment or modification to any Acquisition Proposal. (d) If Vitran provides a Superior Proposal Notice to Purchaser after a date that is less than seven Business Days before the Vitran Meeting, Vitran shall either proceed with or shall postpone the Vitran Meeting to a date that is not more than seven Business Days after the scheduled date of the Vitran Meeting, as directed by Purchaser. (e) Vitran shall advise the Vitran Subsidiaries and their respective Representatives of the prohibitions set out in Sections 16, 17 and 18 and any violation of the restrictions set forth in these sections by Vitran, the Vitran Subsidiaries or the respective Representatives is deemed to be a breach of these sections by Vitran.

  • Duty to Maintain During the term of this Agreement, Consultant/Licensor shall use its best efforts to maintain in full force and effect U.S. federal registrations for the Consultant/Licensor Marks.

  • Right to Reject Investment In contrast, we have the right to reject your subscription for any reason or for no reason, in our sole discretion. If we reject your subscription, any money you have given us will be returned to you.

  • Maintain Insurance The Credit Parties’ shall at all times insure and keep insured with insurance companies acceptable to Lender, all insurable property owned by the Credit Parties which is of a character usually insured by companies similarly situated and operating like properties, against loss or damage from environmental, fire and such other hazards or risks as are customarily insured against by companies similarly situated and operating like properties; and shall similarly insure employers’, public and professional liability risks. Prior to the date of the funding of any Loans under this Agreement, Borrower shall deliver to Lender a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section. All such policies of insurance must be satisfactory to Lender in relation to the amount and term of the Obligations and type and value of the Collateral and assets of the Credit Parties, shall identify Lender as sole/lender’s loss payee and as an additional insured. In the event the Credit Parties fail to provide Lender with evidence of the insurance coverage required by this Section or at any time hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then Lender, without waiving or releasing any obligation or default by Borrower hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which Lender deems advisable. This insurance coverage: (i) may, but need not, protect the Credit Parties’ interest in such property, including, but not limited to, the Collateral; and (ii) may not pay any claim made by, or against, the Credit Parties in connection with such property, including, but not limited to, the Collateral. The Credit Parties may later cancel any such insurance purchased by Lender, but only after providing Lender with evidence that the insurance coverage required by this Section is in force. The costs of such insurance obtained by Lender, through and including the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Credit Parties to Lender, together with interest at the Default Rate on such amounts until repaid and any other charges by Lender in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the Credit Parties may be able to obtain on its own, together with interest thereon at the Default Rate and any other charges by Lender in connection with the placement of such insurance may be added to the total Obligations due and owing to the extent not paid by the Credit Parties.

  • Right to Refuse to Cross Picket Lines (a) All employees covered by this Agreement shall have the right to refuse to cross a picket line arising out of a dispute as defined in the appropriate legislation. Any employees failing to report for duty shall be considered to be absent without pay. (b) Failure to cross a picket line encountered in carrying out the Employer's business shall not be considered a violation of this Agreement nor shall it be grounds for disciplinary action.

  • RIGHT TO MORTGAGE Landlord reserves the right to mortgage or otherwise place a lien on the Property and Tenant agrees to accept the Property subject and subordinate to any such mortgage or lien. Tenant hereby grants power of attorney to Landlord for the sole and limited purpose of executing and delivering any document required in the name of Tenant for any such mortgage or lien.

  • Owner’s Right to Make Changes Without invalidating the Contract, the Owner, by Change Order and without notice to the sureties, may authorize or order extra work or changes by altering, adding to, or deducting from the Work or the Contract Time, the Contract Sum being adjusted accordingly. All Change Orders shall be performed under the conditions of the original Contract except that any claim for extension of time caused thereby shall be adjusted at the time of signing of the Change Order. (See Change Order formats in Section 7.) Prior to the issuance of the Proceed Order, the Contractor and the Owner shall advise each other in writing of their designees authorized to accept and approve changes to the Contract Sum and the limits to each designee's authority. Should any designee or limits of authority change during the time this Contract is in effect, the Contractor or Owner shall give written notice to the other as provided in Article 1.

  • Right to Lease Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building or Project.

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