Right to Top Up Shareholdings Sample Clauses

Right to Top Up Shareholdings. (a) Notwithstanding Section 3.1 of this Agreement, until the earlier to occur of the Second Closing and the third anniversary hereof, in the event the Initial Closing occurs and Investor (together with its Affiliates) purchases all of the Shares at the Initial Closing and thereafter the percentage computed by dividing the number of Subject Shares Beneficially Owned by Investor and its Affiliates (and including without limitation any Subject Shares that have been pledged or transferred as security) by the total number of outstanding shares of Common Stock of the Company is reduced to less than 20% (A) solely as the result of any combination of the issuance of Common Stock by the Company to employees or directors of the Company pursuant to the exercise or conversion by such persons of compensatory exercisable or convertible securities issued by the Company after the initial Closing and (B) in any event not in whole or in part as a result of any Transfer of any Subject Shares by Investor and its Affiliate (including any Transfer by any pledgee of any Subject Shares), the purchase by Investor (together with its Affiliates) of additional shares of Common Stock of the Company in the open market in an amount equal to 20% of the shares issued as contemplated by clause A above shall not be a breach of Section 3.1. Investor shall give the Company prior written notice of any such purchase of additional shares of Common Stock. Upon the written request of Investor to the Company, the Company and its Board shall take all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, rights agreement (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter Documents, the Amended Rights Agreement and the DGCL that is applicable to the Investor and its Affiliates as a result of the Investor and/or its Affiliates exercising their rights to acquire such additional shares of Common Stock. Such action shall be in addition to any action required to be taken by the Company and its Board pursuant to Section 5.08 of the Purchase Agreement.
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Related to Right to Top Up Shareholdings

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Shareholders' Right to Inspect Shareholder List One or more Persons who together and for at least six months have been Shareholders of at least five percent (5%) of the Outstanding Shares of any Class may present to any officer or resident agent of the Trust a written request for a list of its Shareholders. Within twenty (20) days after such request is made, the Trust shall prepare and have available on file at its principal office a list verified under oath by one of its officers or its transfer agent or registrar which sets forth the name and address of each Shareholder and the number of Shares of each Portfolio and Class which the Shareholder holds. The rights provided for herein shall not extend to any Person who is a beneficial owner but not also a record owner of Shares of the Trust.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • No Rights as Shareholder Until Exercise This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights as a Shareholder The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • No Shareholder Rights Before Exercise No person shall have any of the rights of a shareholder of the Company with respect to any Share subject to this Option until the Share actually is issued to him/her upon exercise of this Option.

  • No Rights as a Shareholder Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Warrant, be entitled to any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its shareholders.

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