Top-Up Right. (1) During the period from the Acquisition Effective Date until the End Date, the Purchaser shall have a right (the “Top-Up Right”) to subscribe for Shares in respect of any Top-Up Securities that the Company may, from time to time, issue, subject to any stock exchange requirements as may then be applicable. In the event that any stock exchange approval is required in order for the Purchaser to exercise a Top-Up Right, the Company shall use its commercially reasonable efforts to obtain such approval. The number of Shares that may be subscribed for by the Purchaser pursuant to a Top-Up Right shall be equal to up to the Original Percentage (as determined at the start of the applicable quarter during which such Top-Up Securities are issued) expressed as a percentage of the Top-Up Securities. The term “
Top-Up Right. A Member that has paid its full Pro Rata Request Amount (the “Contributing Member”) shall have the right (but not the obligation) to elect (which election shall be made by written notice to the Company and the other Members no later than 10 Business Days following the receipt of the Contribution Unfunded Amount Notice) to contribute any portion of the Unfunded Amount in accordance with this Section 5.1(b) either (A) as a loan to the Company, or (B) as a capital contribution to the Company (or as any combination thereof as the Contributing Member elects) in accordance with the following procedures:
Top-Up Right. (1) In connection with any (a) Exempt Distribution or (b) bought deal Distribution in respect of which the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) was unable to deliver a Pre-Emptive Right Subscription Notice pursuant to Section 5.1(3) prior to the execution of a definitive bought deal letter in respect thereof, all or any of the BAT Group Permitted Holders shall have the right, but not the obligation (the "Top-Up Right"), exercisable in accordance with Section 5.2(3), to subscribe for up to an aggregate number of Shares and/or Convertible Securities, as applicable, on the same terms and conditions as all other participants in the Exempt Distribution or bought deal Distribution, as applicable (including (i) for any Exempt Distribution, at the same price or, if such price is not permitted pursuant to Securities Laws, at the lowest price permitted thereunder, and (ii) for any bought deal Distribution, at the same price, but, in each case, excluding any underwriting commissions and discounts to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula: A = (B / 1 - C) - B For purposes of the foregoing formula, the following definitions shall apply: A means the aggregate number of Shares and/or Convertible Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to the Top-Up Right, expressed as a positive number; B means the aggregate number of Shares and/or Convertible Securities issued in connection with the Exempt Distribution or bought deal Distribution, as applicable, expressed as a positive number; and C means the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders, calculated as of immediately prior to the closing of the Exempt Distribution or bought deal Distribution, as applicable (for greater certainty, expressed for purposes of this formula as a number - e.g., 19.9% shall be expressed as 0.199), subject to a limit of 19.9%.
Top-Up Right. (1) In connection with any (a) Exempt Distribution or (b) bought deal Distribution in respect of which the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) was unable to deliver a Pre-Emptive Right Subscription Notice pursuant to Section 5.1(3) prior to the execution of a definitive bought deal letter in respect thereof, all or any of the BAT Group Permitted Holders shall have the right, but not the obligation (the “Top-Up Right”), exercisable in accordance with Section 5.2(3), to subscribe for up to an aggregate number of Shares and/or Convertible Securities, as applicable, on the same terms and conditions as all other participants in the Exempt Distribution or bought deal Distribution, as applicable (including (i) for any Exempt Distribution, at the same price or, if such price is not permitted pursuant to Securities Laws, at the lowest price permitted thereunder, and (ii) for any bought deal Distribution, at the same price, but, in each case, excluding any underwriting commissions and discounts to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula: A = (B / 1 – C) – B For purposes of the foregoing formula, the following definitions shall apply:
Top-Up Right. G Mining shall give notice to La Mancha, within thirty-one (31) days after the end of each calendar year, of the number of Voting Shares issued during such previous calendar year (a) that are Incentive Securities,
Top-Up Right. (a) Without limiting Section 3.1 but subject to Section 3.5, the Issuer agrees that, subject to the terms of this Section 3.2, provided that the Investor meets the Minimum Threshold:
Top-Up Right. (a) Without limiting Section 3.2, the Company agrees that, subject to the terms of this Section 3.3 and to Sections 3.7 and 5.1(a), provided that the Investor owns at least 10% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants the Investor (directly or through an Affiliate, in which case the provisions of this ARTICLE 3 shall apply mutatis mutandis) has the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Top-up Securities (a “Dilutive Issuance”) up to such number of Common Shares (the “Top-up Shares”) that will allow the Investor to maintain a percentage ownership interest in the issued and outstanding Common Shares, after giving effect to such Dilutive Issuances referenced in the Top-up Notice (as defined below), that is the same as the percentage ownership interest that it would have had but for the Dilutive Issuances referenced in the Top-up Notice (subject to the limitation that for so long as the restrictions set forth in Section 5.1(a) remain in place, the Top-up Right shall not exceed the percentage limitation imposed by such section).
Top-Up Right. Upon the issuance by the Company of Company Shares pursuant to (i) Equity Securities existing as at the date of this Agreement; or (ii) any of the Company's security-based compensation arrangements:
Top-Up Right. (1) In addition to the Shareholder’s Pre-Emptive Right under this Article 3, for so long as the GFL Group beneficially owns at least ten percent (10%) of the Shares (calculated on a non-diluted basis), upon the issuance by the Corporation of Securities as a result of a Non-Financing Issuance, the Shareholder shall have the right, once per calendar year during any day in the month of June, on written notice to the Corporation, to subscribe for additional Shares (the “Anti-Dilution Shares”) at the volume weighted average trading price of the Shares for the five (5) trading days prior to the date of the notice as follows:
Top-Up Right. (a) Without limiting Section 3.1, the Company agrees that, for so long as the Ownership Percentage is at least 10% (provided that if the Ownership Percentage drops below 10% due to any Dilutive Issuance, the Ownership Percentage will be deemed not to be below the 10% threshold for purposes of this Section 3.2(a) prior to the expiry of the Investor’s right to exercise any applicable Top-Up Right in respect of such Dilutive Issuance), subject to the terms of this Section 3.2:
