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).
(b) The Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the percentage ownership interest of the Investor by 1.0%, in the aggregate (the “Top-up Threshold”) based on the most recently available information to the Company as to the Investor’s percentage ownership interest.
(c) Subject to Section 3.3(d), within 10 Business Days of the date on which a Top-up Threshold is achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor notifying the Investor that its Top-up Right has become exercisable and setting out the number of Common Shares issued pursuant to, and the total number of issued and outstanding Common Shares following, such Dilutive Issuances from the end of the last period in respect of which a Top-up Notice was delivered (or, in respect of the first Top-up Notice, (i) during the period beginning July 5, 2020 and ending November 5, 2020 in respect of Convertible Securities issued during that period and (ii) from the date hereof, in the aggregate).
(d) Notwithstanding Section 3.3(a), Section 3.3(b) or Section 3.3(c), if a Top-up Threshold is achieved, or is likely to be achieved, as determined by the Company acting reasonably, prior to the date on which a record date for a meeting of Shareholders is ...
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 Securities” shall mean any Shares and/or Convertible Securities issued by the Company:
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%.
(2) Concurrently with and, in any event, no later than five Business Days following (a) the end of each calendar quarter or (b) if the BAT Group Permitted Holders' Partially Diluted Ownership Percentage is reduced by more than 1% in the aggregate solely as a result...
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:
(1) Glencore shall have the right (the "Top-Up Right") to subscribe for additional Company Shares (the "Anti-Dilution Top-Up Shares") with effect from the first Business Day following each public release by the Company of its annual results or its results for its second quarter, as applicable (each, a "Top-Up Day") to maintain Glencore Percentage as at the immediately preceding Top-Up Day (but after taking account of any exercise or non-exercise of the Glencore Equity Rights since such preceding Top-Up Day);
(2) for the purposes of the first Top-Up Day following the Closing Date, the preceding Top-Up Day shall be deemed to be the date of this Agreement and the Glencore Percentage upon such date shall be deemed to be the Glencore Percentage upon the Closing Date;
(3) Glencore shall provide written notice to the Company of its election to acquire the Anti-Dilution Top-Up Shares on or before the date that is five Business Days following the relevant Top-Up Day; and
(4) the Anti-Dilution Top-Up Shares shall be issued at a price equal to the greater of the volume weighted average trading price of the Company Shares for the 5 trading days prior to the date of the written notice and the minimum price permitted by the Exchange.
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. 3.1. At any time and from time to time after the Closing, the Company agrees that:
3.1.1. Ma’aden (directly or through another Ma’aden Party) shall have the right (the “Top-up Right”), pursuant to Section 3.1.2 or Section 3.1.3 below, to subscribe for and to be issued (a “Top-up Subscription”) up to such number of Common Shares that will allow the Ma’aden Parties to maintain or acquire up to the Existing Ownership Threshold in connection with any new issuances of Common Shares by the Company (a “Dilution Event”), including:
3.1.1.1. any issuance of Common Shares to any employee of the Company pursuant to any equity incentive plan, agreement or arrangement approved by the Board;
3.1.1.2. any issuance of Common Shares upon the exercise or vesting of securities issued in connection with any equity incentive plan, agreement or arrangement approved by the Board; or
3.1.1.3. any issuance of Common Shares as consideration in connection with a merger, acquisition, consolidation, business combination, purchase of the capital stock or assets of, or transaction or series of transactions with, a third party.
3.1.2. The Top-up Right shall be exercisable upon the first occurrence after any such Dilution Event that the Company issues Common Shares (or securities convertible into Common Shares) as part of an equity financing transaction in which such securities are issued by the Company for cash (an “Equity Financing Transaction”), and not upon the occurrence of the Dilution Event triggering the Top-up Right unless the Dilution Event is such Equity Financing Transaction, in accordance with the following provisions:
3.1.2.1. Beginning on the Effective Date until the date on which the Top-up Right terminates in accordance with Section 3.1.6 below (the “Top-up Right Period”), the Company will provide notice to Ma’aden at least five Business Days prior to the date on which the Company expects to close any Equity Financing Transaction (an “Equity Financing Transaction Notice”), which notice shall state the number of Common Shares being offered in the Equity Financing Transaction, the number of Common Shares currently issued and outstanding, the expected date of closing of such Equity Financing Transaction and the proposed price per Common Share being offering in the Equity Financing Transaction.
3.1.2.2. Within 20 Business Days following the closing of the Equity Financing Transaction as set forth in the Equity Financing Transaction Notice, Ma’aden (directly or through another...
Top-Up Right. From and after the date hereof until the Standstill Termination Date, the Company covenants that, so long as the Xxxxxxx Entities Beneficially Own Voting Securities representing 15% or more of the Total Voting Power, if the Company proposes to issue Voting Securities or securities convertible or exchangeable into Voting Securities to any Person or group of related Persons (a "Buyer") and, immediately after such issuance, such Buyer would Beneficially Own
(a) capital stock representing a greater percentage of the total capital stock outstanding (determined on an as-converted basis) or (b) (after giving effect to Section 5.1(ii) with respect to the Xxxxxxx Entities and any similar restriction with respect to such Buyer) Voting Securities representing a greater percentage of Total Voting Power, than the percentage of total Common Stock outstanding or Total Voting Power, respectively, Beneficially Owned by the Xxxxxxx Entities at such time, then, notwithstanding the provisions of Section 5.1(i), the Company shall offer to Purchasers new Voting Securities (on the same terms and conditions as such issuance to Buyer) and/or amend the restrictions set forth in Section 5.1(ii) so that, after giving effect to such issuances and/or amendment, Buyer and the Xxxxxxx Entities would Beneficially Own (i) the same number of shares of Common Stock and (ii) Voting Securities representing the same percentage of Total Voting Power (giving effect to Section 5.1(ii) as so amended with respect to the Xxxxxxx Entities and any similar restriction with respect to Buyer).
Top-Up Right. 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:
