Right to Maintain Percentage Interest Sample Clauses

Right to Maintain Percentage Interest. FEI and PIE hereby agree that PIE shall have the right to maintain its percentage interest of the voting securities of FEI in accordance with the terms of this Section 5.17. Until the first instance when Philips' ownership, whether direct or indirect, of the outstanding voting securities of FEI drops below 40%, whenever FEI offers, or has cumulatively offered since the last offer to PIE pursuant to this Section 5.17, more than 0.5% of the then outstanding voting securities to any Person, FEI shall also offer PIE a reasonable opportunity to purchase from FEI at the then market price such number of such voting securities as would enable Philips to maintain its percentage of FEI's voting securities at up to 55% or such lower percentage as is calculated by subtracting from 55 the product of (x) 100 and (y) the number determined by dividing (a) the number of shares of FEI common stock sold by PIE subsequent to the date hereof (less such number of shares of FEI common stock bought subsequent to the date hereof other than pursuant to this Section 5.17) by (b) the outstanding shares of FEI on the date of any sale of shares by FEI that triggers Philips' right under this Section 5.17.
Sample 1Sample 2
AutoNDA by SimpleDocs
Right to Maintain Percentage Interest. Nothing in this Agreement shall affect the right of PBE to maintain its percentage interest in FEI in accordance with the terms of the Combination Agreement, dated as of November 15, 1996, between PBE and FEI; provided, however, that if PBE elects to terminate this Agreement pursuant to Section 8.1(h) hereof, the reduction in PBE's percentage ownership of FEI Common Stock resulting from the issuance of the shares of Common Stock in the Merger or upon the exercise of options to be issued to former officers or employees of Micrion as part of their Employment Agreements with FEI shall be considered to have occurred as a result of a sale of FEI Common Stock by PBE for purposes of Section 5.17 of the Combination Agreement.
Sample 1
Right to Maintain Percentage Interest. Subject to the terms and conditions specified in this Section 2.16, the Company hereby grants to each Holder a right to participate in certain future sales by the Company of its New Securities (as hereinafter defined). Each Holder shall be entitled to apportion the right of first offer hereby granted among itself and its partners, stockholders and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock ("NEW SECURITIES"), the Company shall, no later than twenty (20) days prior to the closing of such sale of New Securities, make an offering of such New Securities to each Holder in accordance with the following provisions:
Sample 1
Right to Maintain Percentage Interest. XXX and PIE hereby agree that PIE shall have the right to maintain its percentage interest of the voting securities of FEI in accordance with the terms of this Section 5.17. Until the first instance when Philips’ ownership, whether direct or indirect, of the outstanding voting securities of FEI drops below 40%, whenever FEI offers, or has cumulatively offered since the last offer to PIE pursuant to this Section 5.17, more than 0.5% of the then outstanding voting securities to any Person, FEI shall also offer PIE a reasonable opportunity to purchase from FEI at the then market price such number of such voting securities as would enable Philips to maintain its percentage of FEI’s voting securities at up to 55% or such lower percentage as is calculated by subtracting from 55 the product of (x) 100 and (y) the number determined by dividing (a) the number of shares of FEI common stock sold by PIE subsequent to the date hereof (less such number of shares of FEI common stock bought subsequent to the date hereof other than pursuant to this Section 5.17) by (b) the outstanding shares of FEI on the date of any sale of shares by FEI that triggers Philips’ right under this Section 5.17.” XXX has filed a registration statement on Form S-3 (No. 333-59400) with the United States Securities and Exchange Commission on April 23, 2001, as amended by Amendment No. 1, filed on April 30, 2001, Amendment No. 2 filed on May 1, 2001, Amendment No. 3 filed on May 15, 2001 and Amendment No. 4 filed on May 17, 2001 to register under the Securities Act of 1933, as amended, shares of newly issued Common Stock of FEI to be offered to the public (the "Offering") pursuant to the underwriting agreement of even date herewith, between XXX, PBE and the underwriters named therein. PBE hereby confirms that it will waive its rights under Section 5.17. of the Combination Agreement with respect to the offer and sale by FEI of shares of Common Stock in the Offering. This waiver by PBE shall not be construed as a waiver of any other rights under the Combination Agreement, which will remain in full force and effect. Very truly yours, PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V. By: /s/ X. Xxxxxxxx Name: X. Xxxxxxxx Title: Director
Sample 1
Right to Maintain Percentage Interest. 15.1 If, at any time prior to the expiration of the period set forth in Section 15.6 below, IMMERSION should desire to issue, in a transaction not registered under the Securities Act in reliance upon a claimed exemption thereunder, any Equity Securities (as defined in Section 15.5 below), it shall give the Optionee, so long as the Option remains exercisable or the Optionee continues to hold any Shares acquired upon exercise of the Option, the right to purchase that number of shares of Equity Securities which, when added to the Equity Securities held by the Optionee prior to such purchase, shall represent the same percentage of the total Equity Securities of IMMERSION outstanding after the completion of such sales and issuances to others and the Optionee as the percentage of Equity Securities held by such Optionee prior to such issuances and sales.
Sample 1
Right to Maintain Percentage Interest. 3.8.1. At any time when the Company accepts or proposes to accept a Capital Contribution from any Member (including a new Member being admitted to the Company pursuant to Section 3.7) (a "New Contribution") after the date on which the Company has received an aggregate of $4,350,000 in Capital Contributions (other than by way of contributions in the form of property) and capital from the funding of the Vaults as contemplated in Section 3.9.1, each Member shall, as provided in Section 3.8.2, be entitled to make additional Capital Contributions in an amount sufficient to permit such Member to retain the Percentage Interest it held immediately prior to the Company's acceptance of such New Contribution.
Sample 1
Right to Maintain Percentage Interest. 7.1 Subject to the terms and conditions specified in this Section 7.1, the Borrower hereby grants to the Holder a right to maintain the Holder's percentage ownership interest in the Borrower with respect to future sales by the Borrower of its New Securities (as hereinafter defined). Each time the Borrower proposes to offer any New Securities (subject to the terms and provisions of the Loan and Security Agreement), the Borrower shall concurrently make an offering of additional shares of such New Securities to the Holder in accordance with the following provisions:
Sample 1
AutoNDA by SimpleDocs

Related to Right to Maintain Percentage Interest

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • Original Class A Percentage Section 11.05 Original Principal Balances of the Classes of Class A Certificates............................................ Section 11.06 Original Class A Non-PO Principal Balance................ Section 11.07

  • Can I Roll Over or Transfer Amounts from Other IRAs You are allowed to “roll over” a distribution or transfer your assets from one Xxxx XXX to another without any tax liability. Rollovers between Xxxx IRAs are permitted every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. If you are single, head of household or married filing jointly, you may convert amounts from another individual retirement plan (such as a Traditional IRA) to a Xxxx XXX, there are no AGI restrictions. Mandatory required minimum distributions from Traditional IRAs, must be removed from the Traditional IRA prior to conversion. Rollover amounts (except to the extent they represent non-deductible contributions) are includable in your income and subject to tax in the year of the conversion, but such amounts are not subject to the 10% penalty tax. However, if an amount rolled over from a Traditional IRA is distributed from the Xxxx XXX before the end of the five-tax-year period that begins with the first day of the tax year in which the rollover is made, a 10% penalty tax will apply. Effective in the tax year 2008, assets may be directly rolled over (converted) from a 401(k) Plan, 403(b) Plan or a governmental 457 Plan to a Xxxx XXX. Subject to the foregoing limits, you may also directly convert a Traditional IRA to a Xxxx XXX with similar tax results. Furthermore, if you have made contributions to a Traditional IRA during the year in excess of the deductible limit, you may convert those non-deductible IRA contributions to contributions to a Xxxx XXX (assuming that you otherwise qualify to make a Xxxx XXX contribution for the year and subject to the contribution limit for a Xxxx XXX). You must report a rollover or conversion from a Traditional IRA to a Xxxx XXX by filing Form 8606 as an attachment to your federal income tax return. Beginning in 2006, you may roll over amounts from a “designated Xxxx XXX account” established under a qualified retirement plan. Xxxx XXX, Xxxx 401(k) or Xxxx 403(b) assets may only be rolled over either to another designated Xxxx Qualified account or to a Xxxx XXX. Upon distribution of employer sponsored plans the participant may roll designated Xxxx assets into a Xxxx XXX but not into a Traditional IRA. In addition, Xxxx assets cannot be rolled into a Profit-Sharing-only plan or pretax deferral-only 401(k) plan. In the event of your death, the designated beneficiary of your Xxxx 401(k) or Xxxx 403(b) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary Xxxx XXX account. Strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing any type of rollover.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • ADJUSTMENT OF THE DISTRIBUTOR’S ALLOCABLE PORTION AND EACH SUCCESSOR DISTRIBUTOR’S ALLOCABLE PORTION The parties to the Distribution Agreement recognize that, if the terms of any distributor’s contract, any distribution plan, any prospectus, the FINRA Conduct Rules or any other applicable law change so as to disproportionately reduce, in a manner inconsistent with the intent of this Distribution Agreement, the amount of the Distributor’s Allocable Portion or any Successor Distributor’s Allocable Portion had no such change occurred, the definitions of the Distributor’s Allocable Portion and/or the Successor Distributor’s Allocable Portion in respect of the Class C shares relating to a Fund shall be adjusted by agreement among the relevant parties; provided, however, if the Distributor, the Successor Distributor and the Fund cannot agree within thirty (30) days after the date of any such change in applicable laws or in any distributor’s contract, distribution plan, prospectus or the FINRA Conduct Rules, they shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding on each of them. SCHEDULE B to the Amended and Restated Principal Underwriting Agreement ALLOCATION SCHEDULE The following relates solely to Class 529-C shares. The Distributor’s Allocable Portion of Distribution Fees and CDSCs in respect of Class 529-C shares shall be 100% until such time as the Distributor shall cease to serve as exclusive distributor of Class 529-C shares; thereafter, collections that constitute CDSCs and Distribution Fees relating to Class 529-C shares shall be allocated among the Distributor and any successor distributor (“Successor Distributor”) in accordance with this Schedule. At such time as the Distributor’s Allocable Portion of the Distribution Fees equals zero, the Successor Distributor shall become the Distributor for purposes of this Allocation Schedule. Defined terms used in this Schedule and not otherwise defined herein shall have the meanings assigned to them in the Principal Underwriting Agreement (the “Distribution Agreement”), of which this Schedule is a part. As used herein the following terms shall have the meanings indicated:

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Persons Having Access to Assets of the Fund (a) No trustee or agent of the Fund, and no officer, director, employee or agent of the Fund's investment adviser, of any sub-investment adviser of the Fund, or of the Fund's administrator, shall have physical access to the assets of the Fund held by the Custodian or be authorized or permitted to withdraw any investments of the Fund, nor shall the Custodian deliver any assets of the Fund to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund's investment adviser, with any sub-investment adviser of the Fund or with the Fund's administrator shall have access to the assets of the Fund.

Time is Money Join Law Insider Premium to draft better contracts faster.