Ownership Limit Waiver definition

Ownership Limit Waiver has the meaning ascribed to such term in the Purchase Agreement.
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Ownership Limit Waiver has the meaning set forth in Section 8.5(b) hereof.
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Ownership Limit Waiver has the meaning ascribed to such term in Section 5(a)(v).
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Examples of Ownership Limit Waiver in a sentence

  • The Company will use its best efforts to monitor the ownership of the Company’s capital stock to ensure that (i) the Ownership Limit Waiver Agreement (the “Invesco Waiver”), by and between the Company and Invesco Advisers, Inc.

  • In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

  • The Holder acknowledges that the Board of Trustees of the Company is relying on the truth and accuracy of the representations, warranties and agreements of the Holder in this Ownership Limit Waiver in granting the exemption from the Ownership Limit to the Holder and that such exemption will be void and ineffective if any of the representations and warranties is not true and accurate or any of the agreements is violated.

  • Capitalized terms used but not otherwise defined in this Ownership Limit Waiver have the meanings ascribed to such terms in the Charter.

  • The Company shall use its best efforts to solicit the approval of the Ownership Limit Waiver.

  • All questions concerning the construction, validity and interpretation of this Ownership Limit Waiver will be governed by and construed under the laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

  • Capitalized terms used and not defined herein shall have the meanings set forth in the Ownership Limit Waiver Agreement.

  • Neither party may assign or transfer its rights and obligations under this Ownership Limit Waiver, in whole or in part, including by operation of law or in connection with a merger, consolidation, transfer of equity interests or other transaction involving any party benefiting from the waiver, by any party hereto or any of their respective affiliates without the prior written consent of the other party, and any such assignment contrary to the terms hereof will be null and void and of no force and effect.

  • The proxy statement for the Company's regular annual meeting shall solicit each such stockholder's affirmative vote at such stockholder meeting in favor of the Ownership Limit Waiver.

  • In the event that the stockholders of the Company do not approve the Ownership Limit Waiver, the Company shall immediately pay to the Investor by wire transfer in immediately available funds an amount equal to the product of (x) $.70 multiplied by (y) the difference between (A) 2,142,857 and (B) the maximum number of Preferred Shares which the Company may sell to the Investor pursuant to this Agreement in the absence of the Ownership Limit Waiver (the "Waiver Termination Payment").


More Definitions of Ownership Limit Waiver

Ownership Limit Waiver means that certain letter agreement from the Company to the Purchasers, in the form attached hereto as Annex B.
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Ownership Limit Waiver means the waiver of the Common Stock Ownership Limit in the form attached hereto as Exhibit B.
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Ownership Limit Waiver shall have the meaning set forth in Section 3.1.
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Related to Ownership Limit Waiver

  • Ownership Limit means, for any Person other than the Initial Holder or a Look-Through Entity, a number of the Outstanding shares of Class C Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 8.7% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class C Preferred Stock that are Beneficially Owned by the Person.

  • Ownership Limitation shall have the meaning set forth in Section 2.01(c)(i).

  • Look-Through Ownership Limit means, for any Look-Through Entity, a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) by the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Look-Through Entity.

  • Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d).

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Common Share Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Common Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Aggregate Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Common Stock Ownership Limit means not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Company. The number and value of outstanding shares of Common Stock of the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • Beneficially Own has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

  • Maximum Percentage means 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by virtue of this Warrant or the Note), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Minimum Percentage means 3% of the number of outstanding shares of common stock of the Corporation as provided in the most recent 1934 Act filing made by the Corporation with the SEC immediately prior to the submission of the Nomination Notice.

  • Maximum Permissible Amount The lesser of (i) $30,000 (or, if greater, one-fourth of the defined benefit dollar limitation under Code Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the Limitation Year. If there is a short Limitation Year because of a change in Limitation Year, the Advisory Committee will multiply the $30,000 (or adjusted) limitation by the following fraction: Number of months in the short Limitation Year --------------------------------------------- 12

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the GREATER of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Partnership Loan has the meaning provided in Section 5.2(c) hereof.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Upper Limit means a specified maximum amount of costs which may be claimed under a Unit of Work, but which may be extended on application. An Upper Limit operates in the same way as a Costs Limitation;

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Initial Holder Limit means a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Initial Holder. From the Issue Date, the secretary of the Corporation, or such other person as shall be designated by the Board of Directors, shall upon request make available to the representative(s) of the Initial Holder and the Board of Directors, a schedule that sets forth the then-current Initial Holder Limit applicable to the Initial Holder.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;