Common use of Right to Maintain Ownership Clause in Contracts

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 to unconditionally elect, as a condition to participating in that offer, whether or not (and to what extent) it will purchase New Securities. (b) Subject to Section 7.7(a), XL Capital shall be entitled to purchase up to that number of the New Securities necessary to maintain XL Capital Group's then-outstanding and fully diluted equity ownership (assuming for the purposes of such calculations, the exercise, exchange or conversion of all New Securities exercisable, exchangeable for, or convertible into, Common Shares (I.E., that XL Capital Group's economic ownership both before and after giving effect to the issuance and, if applicable, exercise, exchange or conversion, of New Securities would be the same)). In order to make such a purchase, XL Capital must give written notice to the Company within 5 days after SCA gives the Offer Notice, stating the number of New Securities which XL Capital desires to purchase. (c) If no notice is provided pursuant to Section 7.7(b) for the purchase of any of the New Securities within such time period (or if the option is exercised in the aggregate for less than the total amount of the New Securities), SCA shall be free for a period of 90 days thereafter to sell the New Securities as to which such option has not been exercised to the proposed offerees at no less than the sale price set forth in the Offer Notice. If, however, at the expiration of such 90 day period, such New Securities have not been issued in accordance with the terms set forth in the Offer Notice, then any other issuance or proposed issuance thereof shall be subject to all of the provisions of Section 7.7(b) hereof. For the avoidance of doubt, options or rights issued pursuant to plans described in clause (i) of the first sentence of Section 7.7(a) shall be excluded in any calculation of fully diluted shares. (d) Upon the issuance of Plan Shares, XL Capital shall have the right to purchase a number of Common Shares from SCA necessary to maintain XL Capital's then-outstanding and fully diluted equity ownership (calculated as specified in Section 7.7(b). SCA shall give an Offer Notice with respect thereto in accordance with the provisions of Sections (a), (b) and (c) of this Section 7.7 (MUTATIS MUTANDIS) except that (i) SCA may defer the giving of any Offer Notice that results solely from the issuance of Plan Shares until the earlier of: (x) the next succeeding time when an Offer Notice is otherwise required to be delivered under this Section 7.7 and (y) five days prior to the expiration of the final period in each fiscal year (commencing with the fiscal year ending December 31, 2006), in which officers and directors of SCA are generally permitted by SCA policy to purchase or sell Common Shares; and (ii) the purchase price for any Common Shares that may be purchase by XL Capital pursuant to this Section 7.7(d) shall be the average closing price of the Common Shares on the principal national securities exchange on which the Common Shares then trade for a 20 trading day period ending nearest to the date the Offer Notice is first required to be delivered, excluding any dates on which officers and directors of SCA are generally precluded by SCA policy from purchasing or selling Common Shares (provided that if the Common Shares are not then listed on a principal national securities exchange such price shall be set at the fair value thereof as determined by the Board of Directors of SCA in good faith). Plan Shares issued after the second Business Day prior to the giving of any Offer Notice as a result of clause (ii) of the first sentence of this Section 7.7(d) need not be included in that Offer Notice, but will be included in any subsequent Offer Notice. (e) XL Capital shall not be entitled to purchase shares pursuant to any offer (and no offer need be made under this Section 7.7) to the extent that, after giving effect thereto of such purchase, the XL Capital Group's would exceed the lesser of (i) 65% (subject to upward adjustment as described in the next succeeding sentence) or (ii) the maximum number that XL Capital may own without such ownership having an adverse effect on any financial strength rating provided by a nationally recognized rating agency with respect to any member of the SCA Group. The percentage set forth in clause (i) of the prior sentence shall be adjusted upwards upon receipt by SCA of written confirmation from each nationally recognized rating agency then providing a financial strength rating for SCA and/or its subsidiaries that such financial strength rating is or will be determined without reference to the ratings of any member of the XL Group or that the then financial strength rating issued by it will not at the time of such confirmation be adversely affected by the elimination or adjustment of such limitation. (f) This Section 7.7 shall have no force and effect with respect to any issuance of New Securities or Plan Shares subsequent to the occurrence of the Voting Restriction Termination Event. (g) XL Capital may assign all or any portion of its rights under this Section 7.7 to members of the XL Group that then own securities of SCA, subject, in each case, to applicable law, rule or regulation and provided that no such assignment shall be effective if such assignment, in the good faith judgment of SCA, would have material adverse tax, regulatory or ratings consequences to any member of the SCA Group.

Right to Maintain Ownership. (a) If SCA Subject to the terms and conditions of this Section 6.3 and applicable securities laws, if the Company proposes to issue offer or sell any additional Common Shares debt or equity securities of the Company, whether or options exercisable or exchangeable for or convertible into Common Sharesnot 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 grant any new investor in the Company (such that the total number of options outstanding Class A Common Units is unchanged by such redemption or rights 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 Common Shares, in each case, “Bonus Units” to the Carmike Member 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 rightsCarmike Subscription Agreement, the issuance Company shall afford each Class A Member and Class C Member and Xxxxxx Xxxx the opportunity to purchase its pro rata portion of Common Shares upon exercise thereof, which are separately covered by Section 7.7(dthe New Securities. (a) below; The Company shall give notice (the issuance of Common Shares“New Securities Offer Notice ”) to each Class A Member and Class C Member and Xxxxxx Xxxx, whether directly under stating (i) its bona fide intention to offer such Plans or upon the exercise of such options or rightsNew Securities, is collectively referred to hereinafter as "Plan Shares"); (ii) Common Sharesthe number of such New Securities to be offered, 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 and (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 listedterms, if any, prohibits or limits that purchase. XL Capital shall have the option upon which it proposes to purchase, for a thirty day period commencing contemporaneously with the issuance of offer 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 to unconditionally elect, as a condition to participating in that offer, whether or not (and to what extent) it will purchase New Securities. (b) Subject to Section 7.7(a), XL Capital shall be entitled to purchase up to that number of the New Securities necessary to maintain XL Capital Group's then-outstanding and fully diluted equity ownership (assuming for the purposes of such calculations, the exercise, exchange or conversion of all New Securities exercisable, exchangeable for, or convertible into, Common Shares (I.E., that XL Capital Group's economic ownership both before and after giving effect to the issuance and, if applicable, exercise, exchange or conversion, of New Securities would be the same)). In order to make such a purchase, XL Capital must give written notice By notification to the Company within 5 twenty (20) days after SCA gives the New Securities Offer Notice is given, each Class A Member and Class C Member and Xxxxxx Xxxx may elect to purchase or otherwise acquire (or, in the case of each Class A Member and Class C Member, have its Affiliates purchase or otherwise acquire, as directed by such Class A Member or Class C Member, as applicable), at the price and on the terms specified in the New Securities Offer Notice, stating up to that portion, or any lesser amount, of such New Securities which equals the proportion that the applicable Units then held by such Class A Member or Class C Member or Xxxxxx Xxxx bears to the aggregate number of Units then held by all Class A Members, all Class C Members and Xxxxxx Xxxx, respectively. At the expiration of such twenty (20) day period, the Company shall promptly notify each Member that elects to purchase or acquire all the New Securities available to it pursuant to this Section 6.3 (each, a “Fully Exercising Investor ”) of any other Member’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of New Securities specified above, up to that portion of the New Securities for which XL Capital desires Members were entitled to purchasesubscribe pursuant to this Section 6.3 but that were not subscribed for by any such Members which is equal to the proportion that the Units then held by such Fully Exercising Investor bears to the aggregate number of Units then held by all Fully Exercising Investors who wish to purchase such unsubscribed New Securities. The closing of any sale pursuant to this Section 6.3(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 6.3(c). (c) If all New Securities referred to in the New Securities Offer Notice are not elected to be purchased or acquired as provided in Section 6.3(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 6.3(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no notice is provided pursuant more favorable to Section 7.7(b) the offeree than, those specified in the New Securities Offer Notice. If the Company does not enter into an agreement for the purchase of any sale of the New Securities within such time period (period, or if the option such agreement is exercised in the aggregate for less than the total amount not consummated within thirty (30) days of the New Securities)execution thereof, SCA the right provided hereunder shall be free for a period of 90 days thereafter deemed to sell the New Securities as to which such option has not been exercised to the proposed offerees at no less than the sale price set forth in the Offer Notice. If, however, at the expiration of such 90 day period, be revived and such New Securities have shall not been issued be offered unless first reoffered to the Class A Members, the Class C Members and Xxxxxx Xxxx in accordance with the terms set forth in the Offer Notice, then any other issuance or proposed issuance thereof shall be subject to all of the provisions of this Section 7.7(b) hereof. For the avoidance of doubt, options or rights issued pursuant to plans described in clause (i) of the first sentence of Section 7.7(a) shall be excluded in any calculation of fully diluted shares6.3. (d) Upon Notwithstanding any provision hereof to the issuance contrary, in lieu of Plan Shares, XL Capital shall have the right to purchase a number of Common Shares from SCA necessary to maintain XL Capital's then-outstanding and fully diluted equity ownership (calculated as specified in Section 7.7(b). SCA shall give an Offer Notice with respect thereto in accordance complying with the provisions of Sections (a), (b) and (c) of this Section 7.7 6.3, the Company may elect to give notice to the Class A Members, the Class C Members and Xxxxxx Xxxx within thirty (MUTATIS MUTANDIS30) except that (i) SCA may defer the giving of any Offer Notice that results solely from days after the issuance of Plan Shares until New Securities. Such notice shall describe the earlier of: type, price, and terms of the New Securities. Each Class A Member and Class C Member and Xxxxxx Xxxx shall have twenty (x20) days from the next succeeding time when an Offer Notice date notice is otherwise required given to be delivered under this Section 7.7 and (y) five days prior elect to purchase up to the expiration number, or any lesser amount, of New Securities that would, if purchased by such Class A Member or Class C Member or Xxxxxx Xxxx, maintain such Class A Member’s or Class C Member’s or Xxxxxx Xxxx’x, as applicable, percentage-ownership position, calculated as set forth in Section 6.3(b), before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the final period in each fiscal year (commencing with the fiscal year ending December 31, 2006), in which officers and directors of SCA are generally permitted by SCA policy to purchase or sell Common Shares; and (ii) the purchase price for any Common Shares that may be purchase by XL Capital pursuant to this Section 7.7(d) shall be the average closing price of the Common Shares on the principal national securities exchange on which the Common Shares then trade for a 20 trading day period ending nearest date notice is given to the date Class A Members, the Offer Notice is first required to be delivered, excluding any dates on which officers Class C Members and directors of SCA are generally precluded by SCA policy from purchasing or selling Common Shares (provided that if the Common Shares are not then listed on a principal national securities exchange such price shall be set at the fair value thereof as determined by the Board of Directors of SCA in good faith). Plan Shares issued after the second Business Day prior to the giving of any Offer Notice as a result of clause (ii) of the first sentence of this Section 7.7(d) need not be included in that Offer Notice, but will be included in any subsequent Offer NoticeXxxxxx Xxxx. (e) XL Capital shall not be entitled to purchase shares pursuant to any offer (and no offer need be made under Compliance with the requirements of this Section 7.7) to the extent that, after giving effect thereto of such purchase, the XL Capital Group's would exceed the lesser of (i) 65% (subject to upward adjustment as described 6.3 may be waived in the next succeeding sentence) or (ii) the maximum number that XL Capital may own without such ownership having an adverse effect on any financial strength rating provided by a nationally recognized rating agency with respect to any member of the SCA Group. The percentage set forth in clause (i) of the prior sentence shall be adjusted upwards upon receipt by SCA of written confirmation from each nationally recognized rating agency then providing a financial strength rating for SCA and/or its subsidiaries that such financial strength rating is or will be determined without reference to the ratings of any member of the XL Group or that the then financial strength rating issued by it will not at the time of such confirmation be adversely affected by the elimination or adjustment of such limitation. (f) This Section 7.7 shall have no force and effect with respect to any issuance of New Securities or Plan Shares subsequent to by unanimous approval of the occurrence Board and the consent of Members holding at least eighty percent (80%) of the Voting Restriction Termination EventUnits then outstanding. (gf) XL Capital may assign all or any portion The rights of its rights Xxxxxx Xxxx under this Section 7.7 6.3 shall terminate upon his ceasing to members be Chief Executive Officer of the XL Group that then own securities of SCA, subject, in each case, to applicable law, rule Screenvision or regulation and provided that no such assignment shall be effective if such assignment, in the good faith judgment of SCA, would have material adverse tax, regulatory or ratings consequences to any member of the SCA Groupits successor.

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 to unconditionally elect, as a condition to participating in that offer, whether or not (and to what extent) it will purchase New Securities. (b) Subject to Section 7.7(a), XL Capital shall be entitled to purchase up to that number of the New Securities necessary to maintain XL Capital Group's then-outstanding and fully diluted equity ownership (assuming for the purposes of such calculations, the exercise, exchange or conversion of all New Securities exercisable, exchangeable for, or convertible into, Common Shares (I.E.i.e., that XL Capital Group's economic ownership both before and after giving effect to the issuance and, if applicable, exercise, exchange or conversion, of New Securities would be the same)). In order to make such a purchase, XL Capital must give written notice to the Company within 5 days after SCA gives the Offer Notice, stating the number of New Securities which XL Capital desires to purchase. (c) If no notice is provided pursuant to Section 7.7(b) for the purchase of any of the New Securities within such time period (or if the option is exercised in the aggregate for less than the total amount of the New Securities), SCA shall be free for a period of 90 days thereafter to sell the New Securities as to which such option has not been exercised to the proposed offerees at no less than the sale price set forth in the Offer Notice. If, however, at the expiration of such 90 day period, such New Securities have not been issued in accordance with the terms set forth in the Offer Notice, then any other issuance or proposed issuance thereof shall be subject to all of the provisions of Section 7.7(b) hereof. For the avoidance of doubt, options or rights issued pursuant to plans described in clause (i) of the first sentence of Section 7.7(a) shall be excluded in any calculation of fully diluted shares. (d) Upon the issuance of Plan Shares, XL Capital shall have the right to purchase a number of Common Shares from SCA necessary to maintain XL Capital's then-outstanding and fully diluted equity ownership (calculated as specified in Section 7.7(b). SCA shall give an Offer Notice with respect thereto in accordance with the provisions of Sections (a), (b) and (c) of this Section 7.7 (MUTATIS MUTANDIS) except that (i) SCA may defer the giving of any Offer Notice that results solely from the issuance of Plan Shares until the earlier of: (x) the next succeeding time when an Offer Notice is otherwise required to be delivered under this Section 7.7 and (y) five days prior to the expiration of the final period in each fiscal year (commencing with the fiscal year ending December 31, 2006), in which officers and directors of SCA are generally permitted by SCA policy to purchase or sell Common Shares; and (ii) the purchase price for any Common Shares that may be purchase by XL Capital pursuant to this Section 7.7(d) shall be the average closing price of the Common Shares on the principal national securities exchange on which the Common Shares then trade for a 20 trading day period ending nearest to the date the Offer Notice is first required to be delivered, excluding any dates on which officers and directors of SCA are generally precluded by SCA policy from purchasing or selling Common Shares (provided that if the Common Shares are not then listed on a principal national securities exchange such price shall be set at the fair value thereof as determined by the Board of Directors of SCA in good faith). Plan Shares issued after the second Business Day prior to the giving of any Offer Notice as a result of clause (ii) of the first sentence of this Section 7.7(d) need not be included in that Offer Notice, but will be included in any subsequent Offer Notice. (e) XL Capital shall not be entitled to purchase shares pursuant to any offer (and no offer need be made under this Section 7.7) to the extent that, after giving effect thereto of such purchase, the XL Capital Group's would exceed the lesser of (i) 65% (subject to upward adjustment as described in the next succeeding sentence) or (ii) the maximum number that XL Capital may own without such ownership having an adverse effect on any financial strength rating provided by a nationally recognized rating agency with respect to any member of the SCA Group. The percentage set forth in clause (i) of the prior sentence shall be adjusted upwards upon receipt by SCA of written confirmation from each nationally recognized rating agency then providing a financial strength rating for SCA and/or its subsidiaries that such financial strength rating is or will be determined without reference to the ratings of any member of the XL Group or that the then financial strength rating issued by it will not at the time of such confirmation be adversely affected by the elimination or adjustment of such limitation. (f) This Section 7.7 shall have no force and effect with respect to any issuance of New Securities or Plan Shares subsequent to the occurrence of the Voting Restriction Termination Event. (g) XL Capital may assign all or any portion of its rights under this Section 7.7 to members of the XL Group that then own securities of SCA, subject, in each case, to applicable law, rule or regulation and provided that no such assignment shall be effective if such assignment, in the good faith judgment of SCA, would have material adverse tax, regulatory or ratings consequences to any member of the SCA Group.