Ownership Threshold. Neither any Investor nor the Company shall take any action that could reasonably be expected to result in the Parent, the Investors or any of their respective Affiliates, acting alone or as part of a Group, directly or indirectly, either (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder), or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity; provided that if the Investors (collectively) do come (i) to Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) to have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity (the number of securities in excess of either or both of such five percent (5%) and twenty-three and one-half percent (23.5%) levels, the “Excess Shares Amount”), (a) the Parent and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceeded, the Company and the Investors shall negotiate in good faith for the Company to repurchase Equity Securities from the Investors so that the Investors (collectively) will no longer (i) Beneficially Own more than five percent (5%) of the Company Common Stock or any other class of Voting Securities, or any securities convertible into, or exercisable or exchangeable for, Company Common Stock or other Voting Securities (excluding Company Convertible Preferred Stock and other securities that are not convertible in the hands of the holder) or (ii) have a Total BHC Ownership Level in excess of twenty-three and one-half percent (23.5%) of the Company’s total equity.
Ownership Threshold. Ownership Threshold" shall have the meaning specified in Section 1.1 of the Agreement.
Ownership Threshold. The Participant's "Ownership Threshold" shall be the number of shares of the Corporation's Common Stock obtained when (i) the product obtained by multiplying (A) the Participant's [annual retainer (in the case of Directors)] [or] [annualized base salary (in the case of CEO and other Corporation Officers)] in effect as of the Award Date, by (B) [three (3) (in the case of Directors and CEO)] [or] [two (2) (in the case of non-CEO Corporation Officers)], is divided by (ii) the Fair Market Value of a share of Common Stock on the Award Date. The Ownership Threshold shall be subject to adjustment by the Administrator as provided in Section 10 hereof. The Participant agrees to attain a level of Stock Ownership (as defined below) at least equal to the Ownership Threshold no later than the fifth anniversary of the Award Date and to maintain such level of Stock Ownership throughout the remainder of the Participant's employment or service with the Corporation and its Subsidiaries.
Ownership Threshold. (a) On or promptly following the date of this Agreement, the Continuing Founders shall calculate each Continuing Founder’s Pro Rata Share. Each Continuing Founder’s Pro Rata Share shall be memorialized in a certificate, which shall be acknowledged in writing by each Continuing Founder and delivered to the Company upon request. The Pro Rata Shares set forth in such certificate shall thereafter be final and conclusive.
Ownership Threshold. 4.6(b) PCBs.............................................................. 39
Ownership Threshold. 20 SECTION 6.2 AMHC Annual Statements . . . . . . . . . . . . . . . . . . 21 SECTION 6.3 Confidentiality. . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VII
Ownership Threshold. The Company agrees that, during any period in which the members of the AmerUs Affiliated Group own, in the aggregate, at least 50.1 percent of the voting power of the Outstanding Voting Stock:
Ownership Threshold. Promptly notify Lender upon determining the identity of any shareholder of Parent who owns 10% or more of the outstanding equity interests in Parent All of the foregoing notices shall be provided by Borrower to Administrative Agent in writing.
Ownership Threshold. In connection with the authorization to make the purchases described in Paragraph 1 above, the Joint Filers hereby agree that at no point in time shall (a) any individual Joint Filer’s beneficial ownership exceed 19.9% of the issued and outstanding shares of Common Stock and (b) the Joint Filers’ cumulative beneficial ownership, in the aggregate, exceed 19.9% of the issued and outstanding shares of Common Stock.
Ownership Threshold. Neither AIG nor any other Investor shall acquire Beneficial Ownership of additional Common Shares and the Company shall not take or permit any action, in each case, that could reasonably be expected to result in AIG, the Investors or any of their respective Affiliates, acting alone or as part of a Group and directly or indirectly, to Beneficially Own nine and nine-tenths percent (9.9%) or more of the Common Shares; provided that if AIG, the Investors or any of their respective Affiliates (collectively) do come to Beneficially Own nine and nine-tenths percent (9.9%) or more of the Common Shares (the number of securities in excess of such nine and nine-tenths percent (9.9%) levels, the “Excess Shares Amount”), (a) AIG and each other Investor may Transfer a number of such Equity Securities equal to the Excess Shares Amount multiplied by its Pro Rata Portion freely without regard to the Transfer restrictions set forth in Section 2.1, so long as the Transferee of such Equity Securities, if it is not a Permitted Transferee that has already executed a joinder as provided in Section 2.1(d), executes a written instrument, in form and substance reasonably acceptable to the Company, in which such Transferee agrees to comply with the restrictions on Transfer set forth in Section 2.1 and (b) in the event of an action taken by the Company that causes such ownership thresholds to be exceeded (other than share repurchases conducted by the Company in the ordinary course of business consistent with past practice), the Company and the applicable Investor shall negotiate in good faith for the Company to repurchase Equity Securities from such Investor so that such Investor and its Affiliates (collectively) will no longer Beneficially Own nine and nine-tenths percent (9.9%) or more of the Common Shares.
