5% Threshold definition

5% Threshold means that Mitsui, Japan SPC, and their respective Affiliates collectively own, directly or indirectly, 5% or more of the issued and outstanding Common Shares on the relevant date, excluding from this calculation any Pending Top-Up Securities and, for the avoidance of doubt, any voting or equity shares of NMG issuable upon the exercise or conversion of any Convertible Securities;

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5% Threshold. As defined in Section 8.1(a).

5% Threshold has the meaning set forth in Section 3.2(a)(iii).

Examples of 5% Threshold in a sentence

The Investor shall not be entitled to exercise the Participation Right and Top-Up Right under this Article 3, and all of the Investor’s rights under this Article 3 shall terminate on the later to occur of (i) the Lock-Up Outside Date, and (ii) the date on which the Investor ceases to either (i) meet the 10% Threshold, or (ii) both meet the 5% Threshold and is an Offtaker.
For this purpose, “Competitive Action” is limited to either making a passive investment in a Business in excess of the 5% Threshold or sitting on a board of directors (or similar governing body) of a Business.
Other than the provisions in Sections 7(b), 7(c), 7(d), 7(g), 7(h), 7(i), 7(j), 7(k), 7(n), 7(p), 7(q) and 7(r) of this Agreement and this Section 7(a), this Agreement shall automatically terminate and neither Party shall have any further rights or obligations hereunder immediately upon CGF ceasing to meet the 5% Threshold.
The Investor shall not be entitled to exercise the Participation Right and Top-Up Right under this Article 3, and all of the Investor's rights under this Article 3 shall terminate on the later to occur of (i) the Lock-Up Outside Date, and (ii) the date on which the Investor ceases to either (i) meet the 10% Threshold, or (ii) both meet the 5% Threshold and is an Offtaker.
If the Series C Nominating Stockholder (together with its Permitted Affiliates) is on the Measurement Date, and at all times since [the Closing Date] has been, the holder of a number of shares of Common Stock equal to at least the 1% Threshold but less than the 5% Threshold, one (1) Series C Nominated Director shall have been identified to the Board by the Series C Nominating Stockholder for nomination to the Board and two (2) Outside Directors shall have been nominated by the Board.
On an aggregate basis, as the highest applicable percentage ratio in respect of the 2023 Lease Agreements (as supplemented by the Supplemental Lease Agreements) and the 2024 Lease Agreements exceeds the 5% Threshold, the 2024 Lease Agreements, the Supplemental Lease Agreements and the transactions contemplated thereunder are also subject to the reporting, announcement, circular, independent financial advice and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Other than the provisions in Sections 7(b), 7(c), 7(d), 7(g), 7(h), 7(i), 7(j), 7(l), 7(m), 7(n) and 7(o) of this Agreement and this Section 7(a), this Agreement shall automatically terminate and neither Party shall have any further rights or obligations hereunder immediately upon IQ ceasing to meet the 5% Threshold.
For this purpose, “Competitive Action” is limited to either making a passive investment in a Business in excess of the 5% Threshold or sitting on a board of directors (or similar governing body) of a Business (other than with respect to the Existing Outside Boards).
Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the New Financial Services Agreement for the three years ending 29 June 2025 exceed the 5% Threshold, the provision of the deposit services by Shandong Finance to the Group and the proposed New Caps for the relevant periods will be subject to the reporting, annual review, and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Further, as all of the applicable percentage ratios calculated in accordance with the Listing Rules for the deposit services under the Financial Services Agreement for the three years ending 31 December 2022 exceed the 5% Threshold, the provision of the deposit services by Wanxiang Finance to the Group and the proposed Caps for the relevant periods will be subject to the reporting, annual review, and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

More Definitions of 5% Threshold

5% Threshold has the meaning set forth in Section 2.1(c).

5% Threshold means that the Investor and its Affiliates own, directly or indirectly, 5% or more of the issued and outstanding Common Shares excluding any Incentive Securities issued after the date of this Agreement and any Pending Top-Up Securities, in each case, on the relevant date.

5% Threshold means the Qualified Investor Group Members collectively holding a number of Class A Ordinary Shares (including Class A Ordinary Shares represented by the ADSs or other similar depositary receipts) representing at least five percent (5%) of the Company Total Share Number as of the relevant time. For the avoidance of any doubt, any Class A Ordinary Shares held by the Qualified Investor Group Members and subsequently used for Derivative Transactions shall, for so long as such Class A Ordinary Shares remain held by the Qualified Investor Group Members (including held through brokers in street name), be counted for the purposes of 5% Threshold.