Top-Up Right Clause Samples
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Top-Up Right. (a) The Investor shall have a right (the “Top-Up Right”) to subscribe for Common Shares (the “Top-Up Shares”) in respect of any Excluded Securities that the Corporation may from time to time issue after the date of this Agreement, subject to any approvals of the TSXV or pursuant to Canadian Securities Laws as may then be applicable. The number of Common Shares that may be subscribed for by the Investor pursuant to the Top-Up Right shall be such number of Common Shares to return the Investor Percentage to the same percentage as it was immediately prior to each issuance of Excluded Securities.
(b) The Top-Up Right may be exercised on a quarterly basis as set out in Section 3.8(d). Any decrease in the Investor Percentage resulting from the issuance of Excluded Securities during a fiscal quarter of the Corporation will be disregarded for the purposes of determining, prior to the time the Investor may exercise its Top-Up Right pursuant to Section 3.8(d) in respect of the issuance of Excluded Securities during such fiscal quarter. The Top-Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average price of the Common Shares on the TSXV for the five (5) trading days preceding the delivery of the Top-Up Right Acceptance Notice to the Corporation or, if lower than the five (5)-day volume weighted average price, for a price per Common Share equal to the price or deemed price at which the Excluded Securities related to the Top-Up Right were issued, in each case subject to approval by the TSXV.
(c) In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation’s shareholders, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow the Investor to exercise its Top-Up Right and shall solicit proxies in support thereof.
(d) Within fifteen (15) Business Days following the end of each fiscal quarter of the Corporation, the Corporation shall send a written notice to the Investor (the “Top-Up Right Offer Notice”) specifying: (i) the number of Excluded Securities issued during such fiscal quarter; (ii) the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights)...
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 ten (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(c) 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. (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. 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. A Member that has paid its full Pro Rata Request Amount (the “Contributing Member”; provided, that no Investor Member may be a Contributing Member if the other Investor Member has not paid its full Pro Rata Request Amount unless an Investor Member has funded the full Pro Rata Request Amount of any other Investor Member on behalf of such Investor Member) shall have the right (but not the obligation) to elect to contribute any portion of the Unfunded Amount in accordance with this Section 5.1(b) (X) as a loan to the Company or (Y) except in the event that the Non-Contributing Member is the NiSource Member, (1) as a capital contribution to the Company in accordance with the following procedures or (2) so long the Non-Contributing Member is an Affiliated Member and solely if the Non-Contributing Member has an amount still outstanding under its Equity Commitment Letter under this Agreement, and only up to such amount, as a capital contribution to NHII, in accordance with the procedures set forth below or in Section 5.1(b)(ii)(B) of the NHII Operating Agreement, as applicable, which election shall be made by written notice to the Company and the other Members no later than ten (10) Business Days following the date of the Contribution Unfunded Amount Notice and may consist of any combination thereof. Further the Members hereby agree and acknowledge that any Unfunded Amount (as defined in the NHII Operating Agreement) under the NHII Operating Agreement, which a Contributing Member (as defined in the NHII Operating Agreement) under the NHII Operating Agreement has contributed and elected to be treated as a contribution to capital to the Company (i.e. Generation Holdings II LLC) pursuant to clause (Y)(2) of Section 5.1(b)(ii) of the NHII Operating Agreement, shall be deemed to be a capital contribution in respect of an Unfunded Amount, in accordance with Section 5.1(b)(ii)(B), on behalf of the Member designated by such NHII Member.
Top-Up Right. For so long as the MDCI Pro Forma Percentage is at least 10%, upon the issuance by the Corporation of Common Shares pursuant to (i) convertible securities existing as at the date of this Agreement (other than pursuant to the issuance of securities under the Sandstorm Debenture); or (ii) any of the Corporation’s security-based compensation arrangements:
(a) MDCI shall have the right to subscribe for additional Common Shares of the Corporation (the “Anti-Dilution Top-Up Shares”) with effect from the first Business Day following each public release by the Corporation of its annual results or its results for its second quarter, as applicable (each, a “Top-Up Day”) to maintain the MDCI Pro Forma Percentage as at the immediately preceding Top-Up Day (but after taking account of any exercise or non-exercise of the MDCI Equity Right since such preceding Top-Up Day);
(b) 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 MDCI Pro Forma Percentage upon such date shall be deemed to be the MDCI Pro Forma Percentage upon the Closing Date;
(c) MDCI shall provide written notice to the Corporation of its election to acquire the Anti-Dilution Top-Up Shares on or before the date that is ten (10) Business Days following the relevant Top-Up Day; and
(d) 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 Common Shares for the five (5) trading days prior to the date of the written notice and the minimum price permitted by the Exchange.