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. 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

  • 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.

  • Failure to Maintain Coverage Failure by the Contractor to maintain the required insurance, or to provide evidence of insurance coverage acceptable to the County, shall constitute a material breach of the Contract upon which the County may immediately terminate or suspend this Contract. The County, at its sole option, may obtain damages from the Contractor resulting from said breach. Alternatively, the County may purchase such required insurance coverage, and without further notice to the Contractor, the County may deduct from sums due to the Contractor any premium costs advanced by the County for such insurance.

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • 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.

  • 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.

  • Failure to Maintain If Tenant fails to comply with this Paragraph 17 or any Pool/Spa Maintenance Addendum, Landlord may, in addition to exercising Landlord’s remedies under Paragraph 27, perform whatever action Tenant is obligated to perform and Tenant must immediately reimburse Landlord the reasonable expenses that Landlord incurs plus any administrative fees assessed by Landlord’s agents or any other entity as provided by law.

  • Maintenance of Physical Damage Insurance Policies The Servicer shall, in accordance with its customary servicing procedures and underwriting standards, require that each Obligor shall have obtained physical damage insurance covering each Financed Vehicle as of the origination of the related Receivable.

  • Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.

  • Maintenance of Fire Insurance and Omissions and Fidelity Coverage (a) The Master Servicer shall cause to be maintained for each Mortgage Loan (other than a Cooperative Loan) fire insurance with extended coverage in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100 percent of the insurable value of the improvements; provided, however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section 3.

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