Top-Up Rights. During the term of this Agreement, if the Shareholder Group's Total Ownership Percentage is below the Maximum Ownership Percentage and the Significant Shareholders' Total Ownership Percentage is below the Combined Maximum Ownership Percentage, the Shareholder Group may at its option purchase Voting Securities from time to time in the open market or otherwise in an amount not in excess of the amount that would cause either (x) the Shareholder Group's Total Ownership Percentage to exceed the Maximum Ownership Percentage or (y) the Significant Shareholders' Total Ownership Percentage to exceed the Combined Maximum Ownership Percentage.
Top-Up Rights. During the term of this Agreement, if the Shareholder Group's Total Ownership Percentage is below the Maximum Ownership Percentage, the Shareholder Group may at its option purchase Voting Securities from time to time in the open market or otherwise in an amount not in excess of the amount that would cause the Shareholder Group's Total Ownership Percentage to exceed the Maximum Ownership Percentage.
Top-Up Rights. The Parties acknowledge that Section 6 of the Articles of Association includes provisions on top-up rights linked to rights to appoint Shareholder Designees.
Top-Up Rights. (1) Without limiting Section 4.1, at any time and from time to time after the Subscription Closing Date, the Corporation agrees that:
(a) the Investor (directly or through an affiliate) shall have the right (the “Top-up Right”) to subscribe for and to be issued in connection with the issuance of Common Shares in connection with: (i) any equity-based compensation arrangements of the Corporation; and (ii) the conversion, exercise or exchange of Convertible Securities issued prior to or after the date of this Agreement (any, a “Dilutive Issuance”) up to such number of Common Shares that will allow the Investor to maintain or acquire up to the Investor’s Ownership Percentage that is the same as the Investor’s Ownership Percentage that the Investor would have had but for the Dilutive Issuance referenced in the Top-Up Notice (the “Top-up Shares”); and
(b) the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the Investor’s Ownership Percentage by an aggregate of 1.0% or more (the “Top-up Threshold”). The Top-up Threshold shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of: (i) the date of this Agreement; (ii) the date of the last Top-up Notice; and (iii) the date of completion of the last Top-up Offering.
(2) Subject to Section 4.4(5), within five Business Days of the end of each three month period ending March 31, June 30, September 30 and December 31 during which one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Corporation shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of Convertible Securities converted, exercised or exchanged into Common Shares, and the total number of issued and outstanding Common Shares following such Dilutive Issuances and any other conversions, exercises and exchanges of Convertible Securities, in each case from the later of (A) the date of this Agreement, (B) the date of the last Top-up Notice, and (C) the date of completion of the last Top-up Offering.
(3) If the Investor wishes to exercise the Top-up Right, the Investor shall give written notice to the Corporation (the “Exercise Notice”) of its intention to exercise such right and of the number of Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Top-up Right. The Investor shall deliver an Exercise Notice to subscribe to the Top-up Offering or issuance of To...
Top-Up Rights. (a) During the term of this Agreement, if the Stockholder Group's Voting Ownership Percentage falls below the Unrestricted Ownership Percentage, the Stockholder may purchase Voting Securities from time to time in the open market or otherwise in an amount sufficient in order to restore the Stockholder Group's Voting Ownership Percentage to the Unrestricted Ownership Percentage.
(b) All Securities acquired by purchase pursuant to this Section 3.3 shall be subject to the terms of this Agreement.
Top-Up Rights. (a) In connection with the issuance (other than a Top-Up Excluded Issuance) of any Top-Up Shares on and from the date of this Agreement, Top-Up Eligible Holders shall each be entitled to the right (collectively, the “Top-Up Rights”) to subscribe for additional Shares in respect of any Top-Up Shares so issued, including any and all Top-Up Shares issued pursuant to any warrants, options or securities convertible into, exercisable or exchangeable for Top-Up Shares, including convertible Indebtedness, or other rights to acquire Top-Up Shares (each such issuance of Top-Up Shares, an “Eligible Issuance”). In connection with the completion of any Eligible Issuance or any issuance of any securities that, upon exercise, conversion, settlement, exchange or otherwise may result in an Eligible Issuance, each Top-Up Eligible Holder shall be issued a warrant (collectively, the “Top-Up Warrants”), providing such Top-Up Eligible Holder with its Top-Up Rights to subscribe for that number of Shares equal to the Holder’s Top-Up Entitlement, which exercise of the applicable Top-Up Warrant, if issued in connection with an issuance of securities other than pursuant to an issuance of Shares, is subject to an Eligible Issuance occurring. For greater certainty, if a Top-Up Warrant is issued in connection with the issuance of securities other than an Eligible Issuance, a second Top-Up Warrant is not issued upon the related Eligible Issuance.
(b) The term of the Top-Up Warrants shall be five years (or such longer period as the rules of the CSE or, if not listed on the CSE, the primary stock exchange upon which the Company may be listed at the time of the issuance of the Top-Up Warrants). The subscription price for the Shares subject to the Top-Up Warrants shall be equivalent to the price paid by the subscriber in the applicable Eligible Issuance (as may need to be adjusted in good faith by the Board of Directors of the Company to the extent required to provide the Holder with the same benefit of the Top-Up Rights contemplated herein if the subscriber in the Eligible Issuance has subscribed for Top-Up Shares other than Shares), subject to the minimum price permitted under the polices of the CSE or any other applicable stock exchange. For greater certainty, if Top-Up Rights arise due to the conversion of convertible debt, the subscription price shall be the conversion price, subject to the minimum price permitted under the polices of the CSE or any other applicable stock exchange. In ...
Top-Up Rights. (a) If a Threshold Breach Event occurs with respect to Liberty or A/N with respect to Sections 3.2, 3.4, 3.5 and/or 3.7(b) and such Threshold Breach Event did not result in whole or in part from a sale by a Liberty Party or A/N Party, as applicable, of Company Equity (which, for avoidance of doubt, shall not include any Permitted Transfers that do not reduce the applicable Investor Party’s Equity Interest or Voting Interest) or the Investor Party’s failure to exercise its rights pursuant to Article V, then, following the Threshold Breach Event, such Investor Party on prior written notice to the Company that it intends to restore its Equity Interest or Voting Interest to the applicable Ownership Threshold within the Initial Top Up Period, shall be entitled to defer the applicable Director’s resignation from the Board, the applicable Director’s resignation from the Search Committee or the loss of consent rights, as applicable, until the date that is three months (the “Initial Top Up Period”) after the date upon which the Investor Party first fell below the applicable Ownership Threshold (the “Top-Up Right”); provided that, with respect to a Threshold Breach Event pursuant to Section 3.2, such deferral right shall not be available for more than one Director per Investor Party at any time unless the Top-Up Right arises in connection with a dilutive transaction not subject to the Preemptive Rights, or multiple dilutive transactions not subject to Preemptive Rights, each closing within a three-month period, in which case the applicable Investor Party shall be permitted to defer resignations of up to two Directors for three months following the last such dilutive transaction; provided further that to the extent that an Investor Party, or the Investor Designees, are subject to black out restrictions implemented by the Company with respect to the Company Common Stock resulting in fewer than thirty (30) trading days exempt from black out restrictions in such three-month period, then such three-month period shall be extended for up to an additional three months (the “Extension Top Up Period”), provided further, that in no event shall the Initial Top Up Period and the Extension Top Up Period together exceed six consecutive months with respect to the applicable Investor Party for a Threshold Breach Event, provided further, that both Liberty and A/N may exercise the Top-Up Right simultaneously, and provided further, notwithstanding anything to the contrary contained her...
Top-Up Rights. In the event that within six (6) months after the ------------- closing of a Call (but not the Put), (i) (A) a Change of Control (as defined in Section 4(a) below) occurs, or any agreement which would have the effect of resulting in a Change of Control is entered into, or (B) New Company (or any of its subsidiaries) Transfers (as defined in Section 4(b) below), or enters into an agreement to Transfer, all or substantially all of the assets or business of New Company (a "Substantially All Sale"), and (ii) the Class A shareholders of New Company receive, (or deemed to have been received pursuant to Section 3(j)) in connection with any such transaction, with respect to any of their shares a per share amount (such amount, in the case of a Substantially All Sale, to be equal to the proceeds to be received by the Class A shareholders of New Company as a result of such Substantially All Sale and any subsequent related transaction, including, without limitation, any liquidation or special dividend) higher than that paid for Shares purchased pursuant to the Call (the difference between the amount per share received (or deemed to have been received pursuant to Section 3(j)) in connection with the Change of Control or the Substantially All Sale and such amount paid for Shares is referred to as the "Per Share Difference"), then the amount of the Per Share Difference, multiplied by the number of Shares which were sold in the Call, shall be paid by New Company to MAI within thirty (30) days after the closing of such transaction.
Top-Up Rights. If, prior to any Disposition by the Investor (other than any Disposition pursuant to Section 7(a) hereof), the Company issues additional shares of Common Stock, Convertible Preferred Securities or other voting securities that results in the voting securities beneficially owned by the Investor (together with TMC and any wholly-owned subsidiary of TMC) representing less than 20% of the outstanding voting securities of the Company (assuming, for purposes of this Section 9, that any Convertible Preferred Securities owned by the Investor or such subsidiary have been converted into Common Stock), the Investor at its option may at any time purchase in open market purchases or privately negotiated transactions such minimum number of additional shares of equity securities (as reasonably and in good faith determined by the Investor) that would enable the Investor (together with TMC and any wholly-owned subsidiary of TMC) to restore its beneficial ownership to 20% of the outstanding voting securities of the Company; provided that a block purchase of equity securities of the Company in accordance with the foregoing effected as a single transaction which results in the beneficial ownership of the Company's voting securities by the Investor (together with TMC and any wholly-owned subsidiary of TMC) exceeding 20% shall not be deemed to violate this Section 9, Section 6 or any other provision hereof or paragraph 6 of the Letter Agreement solely as a result of the acquisition of such excess securities so long as (i) the aggregate voting securities so held by the Investor (together with TMC and any wholly-owned subsidiary of TMC) at any time in excess of 20% represents less than 1/2 of 1% of the Company's outstanding voting securities and (ii) the Investor transfers, or causes to be transferred, such excess voting securities to an unaffiliated entity within 120 days of the acquisition thereof by the Investor.
Top-Up Rights. (i) In relation to each Diluting Event, Sxxx must offer Mitsui the right for Mitsui to subscribe for Top-Up Shares in accordance with this clause 2 provided that the Aggregate Mitsui Group Shareholding at the time immediately prior to that Diluting Event (“Relevant Time”) is not less than 15% of the number of Shares on issue at the Relevant Time.
(ii) If the period for Mitsui to deliver a Subscription Notice under clause 2.3(a) in respect of an earlier Diluting Event has not expired and Mitsui has not delivered a Subscription Notice in respect of that Diluting Event, or Mitsui has delivered a Subscription Notice in respect of that Diluting Event and Top-Up Shares have not been issued (other than where the resulting agreement to subscribe for the Top-Up Shares has not been terminated in accordance with clause 2.3(h)) then, for the purpose of this clause 2, the percentage of the number of issued Shares represented by the Aggregate Mitsui Group Shareholding must be determined as if Sxxx had issued to the members of the Mitsui Group the number of Top-Up Shares the subject of that Diluting Event (“Notional Top-Up Shares”).
