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.
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 Grou 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. 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:
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. (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.
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.
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. (a) If EarthLink issues new Voting Equity Securities which result in a reduction of Sprint's Percentage Interest, whether in connection with an acquisition transaction, financing transaction, or otherwise (except as to issuances described in clauses (b) or (c) below), EarthLink shall, within five (5) business days from each such issuance, provide written notice to Sprint of such issuance, setting forth the date of issuance, the number and type of Voting Equity Securities issued, the number of Equity Securities and Voting Equity Securities outstanding after the issuance and the resulting Sprint's Percentage Interest (the "ISSUANCE NOTICE"). During the period commencing on the date Sprint receives the Issuance Notice and ending at 11:59 p.m. on the 180th day following the date Sprint receives the Issuance Notice (the "TOP-UP PERIOD"), the Affiliated Equity Holders shall have the right to purchase, from time to time, in the open market or in one or more private transactions from third parties such number of shares of Common Stock as results in the Affiliated Equity Holders owning in the aggregate an amount of Equity Securities up to (but no more than) the amount that causes Sprint's Percentage Interest to equal the then applicable Sprint Ownership Ceiling. To the extent that the Affiliated Equity Holders fail to exercise this purchase rights during the Top-up Period, the Affiliated Equity Holders shall be foreclosed during the term of this Agreement from acquiring additional Equity Securities, whether in the form of Common Stock or otherwise, as a result of the issuance(s) described in the Issuance Notice. Notwithstanding the foregoing, if EarthLink mistakenly gives Sprint an Issuance Notice that it was not required to give under this Section, and the Affiliated Equity Holders, in reliance thereon, acquires Equity Securities so that Sprint's Percentage Interest exceeds Sprint's Ownership Ceiling, then Sprint and Sprint L.P. shall, and shall cause the Affiliated Equity Holders to, dispose of shares of Equity Securities in accordance with Section 3.04.
