Right to Maintain Ownership Sample Clauses

Right to Maintain Ownership. (a) If SCA proposes to issue any additional Common Shares or securities or options exercisable or exchangeable for or convertible into Common Shares, (other than (i) the issuance or grant of options or rights or the issuance of Common Shares, in each case, pursuant to any SCA's Board of Directors approved incentive plans for directors, employees or officers and excluding, in the case of such options or rights, the issuance of Common Shares upon exercise thereof, which are separately covered by Section 7.7(d) below; (the issuance of Common Shares, whether directly under such Plans or upon the exercise of such options or rights, is collectively referred to hereinafter as "Plan Shares"); (ii) Common Shares, securities or options issued pursuant to the terms of securities exercisable or exchangeable for or convertible into common shares if such securities have been issued or granted previously in compliance with this Section 7.7 or (iii) pursuant to the Registration Statement) (collectively, "New Securities"), SCA shall, not less than 20 days prior to such issuance (or such lesser time as may be applicable if SCA shall have determined to issue such securities less than 20 days prior to their issuance), give written notice (the "Offer Notice") to XL Capital, stating the number of New Securities and the price per share or unit, the terms of payment and all other terms and conditions on which SCA proposes to make such issuance, as well as a calculation of the maximum number and type of New Securities that XL Capital would have the right to purchase under this Section 7.7 and the Determined Price therefor; provided that XL Capital Group shall not be entitled to purchase New Securities to the extent that the principal national securities exchange in the United States on which the Common Shares is listed, if any, prohibits or limits that purchase. XL Capital shall have the option to purchase, for a thirty day period commencing contemporaneously with the issuance of such New Securities (such period to be shortened or extended to the extent necessary to accommodate any legal, regulatory or other similar requirement), without conditions other than payment for such New Securities and compliance with laws, up to the number of New Securities determined as set forth in Section 7.7(b) at their Determined Price. In order to facilitate an issuance of New Securities, SCA may give the Offer Notice prior to (but subject to) any issuance of New Securities and require XL Capital t...
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Right to Maintain Ownership. Notwithstanding the provisions of Section 2.1 to the extent that Stockholder's percentage beneficial ownership is reduced as a result of any issuance of Voting Stock by the Company (an "Issuance") for any reason whatsoever, Stockholder may purchase additional shares of Voting Stock in the open market or in privately negotiated transactions (to the extent Stockholder has not already exercised its rights pursuant to Section 3 below with respect to a particular Issuance) as required to maintain Stockholder's aggregate percentage beneficial ownership of the Company's outstanding Voting Stock on the Effective Date.
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Right to Maintain Ownership. Subject to the terms and conditions of this Section 6.3 and applicable securities laws, if the Company proposes to offer or sell any debt or equity securities of the Company, whether or not currently authorized, other than (i) Class B Common Units, (ii) Units issued to any theater exhibitor or other strategic partner in connection with the Company or any of its Subsidiaries entering into a commercial agreement with such entity, (iii) if the Company redeems or repurchases Class A Common Units from Technicolor, any issuance of the same number of Class A Common Units to any Shamrock Member or any new investor in the Company (such that the total number of outstanding Class A Common Units is unchanged by such redemption or repurchase and subsequent issuance), (iv) debt or equity securities (including securities convertible or exercisable into debt or equity securities) issued to any person that is providing debt financing to the Company or any of its Subsidiaries, (v) equity securities issued in connection with an Initial Public Offering, (vi) debt or equity securities issued as consideration in an acquisition of assets or another company (whether effected by asset purchase, stock purchase, merger, or otherwise) (such securities proposed to be offered or sold, the “New Securities”) or (vii) the issuance of “Bonus Units” to the Carmike Member pursuant to the Carmike Subscription Agreement, the Company shall afford each Class A Member and Class C Member and Xxxxxx Xxxx the opportunity to purchase its pro rata portion of the New Securities.
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Right to Maintain Ownership. Notwithstanding the provisions of Section 4.1, to the extent that Stockholder’s Ownership Percentage is reduced as a result of any issuance of Equity Securities by the Company, other than issuances of Excluded Securities or issuances by the Company in connection with any Acquisition Transaction receiving Disinterested Director Approval, Stockholder may purchase additional shares of Common Stock in the open market or otherwise as required to maintain its Applicable Percentage.
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Right to Maintain Ownership 
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Related to Right to Maintain Ownership

  • Capitalization; Ownership Section 3.2 of the Disclosure Schedule sets forth (a) the name and jurisdiction of incorporation or organization of each Acquired Company, (b) the authorized and outstanding capital stock or other ownership interests of each Acquired Company, and (c) the beneficial and holder of record of all of the outstanding shares, membership interests or other equity interests of each Acquired Company. Each such holder owns such shares, membership interests or other equity securities, in each case, free and clear of any Lien or any other restriction on the right to vote, sell or otherwise dispose of such shares, membership interests or other equity interests (other than restrictions under federal, state and foreign securities laws). All of the issued and outstanding shares of capital stock, membership interests or other equity interests of each Acquired Company have been duly authorized, and are validly issued, fully paid and nonassessable, and have not been issued in violation of any Organizational Document of any Acquired Company, applicable Law, preemptive rights, rights of first refusal or similar rights. There are no authorized or outstanding shares of capital stock, membership interests or other equity interests of any Acquired Company, or securities convertible into or exchangeable for such shares, membership interests or equity interests, and no options, warrants, rights, agreements or commitments to which any Acquired Company is a party or which are binding upon such Acquired Company providing for the issuance or redemption of any shares of such Acquired Company’s capital stock, membership interests or other equity interests, or securities convertible into or exchangeable for such shares, membership interests or equity interests. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Acquired Company. There are no voting trusts, proxies or other Contracts with respect to the voting of the shares, membership interests or other equity interests of any Acquired Company or other Contracts regarding the equity of any Acquired Company with any third parties. Except as set forth on Section 3.2 of the Disclosure Schedule, no Acquired Company has any Subsidiaries or owns any equity interests or capital stock of any other Person. Upon consummation of the Transactions, Buyer will be, directly or indirectly, the sole owner, beneficially and of record, of all of the issued and outstanding capital stock, shares, membership interests or other equity interests of the Acquired Companies, free and clear of all Liens (other than Liens created by Buyer in connection with the Debt Financing).

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Incidents of Ownership The holders ----------------------- of Partnership Units as of the Record Date shall be the Initial Beneficiaries of the Trust as holders of Trust Units in the Partnership's Trust, and the Trustee shall retain only such incidents of legal ownership as are necessary to undertake the actions and transactions authorized herein.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Presumptions and Effects of Certain Proceedings 10.1 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9.1 of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption.

  • Rights of Ownership All computer programs and procedures developed to perform services required to be provided by BISYS under this Agreement are the property of BISYS. All records and other data except such computer programs and procedures are the exclusive property of the Trust and all such other records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason.

  • Maintain Property The Borrower shall at all times maintain, preserve and keep its plant, properties and Equipment, including any Collateral, in good repair, working order and condition, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained. The Borrower shall permit the Bank to examine and inspect such plant, properties and Equipment, including any Collateral, at all reasonable times upon three (3) business day’s written notice unless an Event of Default exists.

  • Presumptions and Effect of Certain Proceedings (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

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