Right to Maintain. During the Right to Maintain Period:
Right to Maintain. For purposes of this Article VIII, the term "
Right to Maintain. 7 10. Limitation on Ownership of Company Securities............................................................ 8
Right to Maintain. (a) The Parties shall cause the Company to grant to PeoplePC, @viso and, following the exercise of the Warrant, SBCP, the right of first refusal to acquire its Pro Rata Share of New Securities (as defined in this Section 9) which the Company may, from time to time, propose to sell and issue. A "Pro Rata Share," for purposes of this right of first refusal, is the ratio that (i) the sum of the number of Class A Common Shares and shares of Conversion Stock then held by PeoplePC, @viso or SBCP, as the case may be, bears to (ii) the sum of the total number of Class A Common Shares outstanding and shares of Conversion Stock then held by all Holders.
Right to Maintain. If the percentage interest of the Purchaser in the Total Voting Power (as defined below) of the Company is reduced as a result of an issuance by the Company of Common Stock or of any other voting security of the Company (including any issuance following conversion of any security convertible into or exchangeable for Common Stock or any other voting security of the Company or upon exercise of any option, warrant or other right to acquire any Common Stock or any other voting security of the Company), the Company shall so notify the Purchaser by written dated notice within 10 calendar days after such issuance and shall offer to sell to the Purchaser, and if such offer is accepted within 10 calendar days of receipt of such offer, shall sell to the Purchaser, at a purchaser price per share equal to the Average Market Price per share on the date of the Company's notice given pursuant to this Section 5, that number of shares of Common Stock which, if purchased by the Purchaser, would result in the Purchaser's retaining the percentage interest in the total Voting Power of the Company in effect prior to such reduction of its interest, up to a percentage interest of twenty-five percent (25%). For purposes of this Agreement, the Average Market Price of any security at any date shall be the average of the closing prices for a share of such security on the 10 consecutive trading days ending on the trading date last preceding the date of determination of such price, as reported on the NASDAQ National Market System ("NMS") or, if such closing prices shall not be reported on the NMS, the average of the mean between the closing bid and asked prices of a share of such security on such 10 consecutive trading days as so reported or, if such prices shall not be so reported, as the same shall be reported by the NASDAQ Over-the-Counter Market or, in all other cases, the value set in good faith by the Company's Board of Directors. The purchase and sale of any shares of Common Stock pursuant to any offer made under this Section 5 that is accepted by the Purchaser shall take place at 10:00 a.m. on the business day following the expiration or early termination of all waiting periods imposed on such purchase and sale by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act ("HSR Act") or, if no waiting period is imposed on such purchase and sale by the HSR Act, on the business day following the Purchaser's acceptance of such offer at the offices of the Company, or at such other time and p...
Right to Maintain. (a) In the event the Company desires to sell and issue any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock ("New Securities"), then the Company shall first notify each Holder of the material terms of the proposed sale and shall permit each such Holder to acquire, at the time of consummation of such proposed issuance and sale and on such terms as are specified in the Company's notice pursuant hereto, a certain number of the New Securities (such right, the "Right to Maintain"). Each Holder shall have thirty (30) days after the date of such notice to elect by notice to the Company to purchase up to the number of such New Securities available to them pursuant to Section 17(b) below.
Right to Maintain. The Town, and its agents and contractors, shall have the right, but not the obligation, to enter upon any lot on which Drainage Areas exist for the purpose of inspecting and maintaining the Drainage Improvements. Additionally, in the event that any Drainage Areas on a lot have been filled, altered, or disturbed (and such an event is hereafter referred to as a “Disturbance”) without the prior written consent of the Town and the same is not corrected within thirty (30) days after notice thereof by the Town to the owner(s) of such lot, or such other reasonable time period giving consideration to the time of year indicated in the notice, the Town, and its agents and contractors, shall have the right, but not obligation, to enter upon such lot for the purpose of performing work necessary to correct the Disturbance, repair any damage caused by the Disturbance, and assess the costs thereof against the lot as an unpaid service charge under Minnesota Statutes, section 366.012, Minnesota Statutes, chapter 429, or such other authority as may exist. In the event of an emergency, the Town shall not be required to provide notice and an opportunity to the lot owner(s) to perform such necessary work, but may nonetheless assess the cost thereof to the lot.
Right to Maintain. Encroaching Party shall have the right from time to time to go upon the adjoining Town rights-of-way for the purpose of maintaining the private improvements, provided that any damage occurring to the property of the Town as a result of such maintenance shall be corrected or repaired at the sole expense of Encroaching Party or its successors and assigns. Under no circumstances shall the Encroaching Party be allowed to increase the existing encroachment, absent written approval (including applicable regulatory approval) from the Town. Notwithstanding the foregoing, no provision in this Agreement shall limit or prohibit Town from pursuing its right of eminent domain with regard to the Encroaching Improvements and no provision of this Agreement shall limit or prohibit Encroaching Party from defending its property therefrom.
Right to Maintain. Executive shall have the pro rata right to maintain his percentage of equity ownership on a fully diluted, as converted basis. This means that to the extent New Securities (as defined below) are purchased by any individual, partner or investor (except stock option grants pursuant to Board-approved stock option agreements or stock issuances in connection with an acquisition) (an “Investor Purchase”), Executive shall have the ability to purchase sufficient New Securities in order to maintain his percentage equity ownership in the Company as calculated immediately prior to such issuance of New Securities. To determine this calculation, all securities (including options or warrants to purchase securities), vested or unvested, held by the Executive and/or Xxxxxxxx Xxxxxxx as of the Effective Date should be the numerator and all of the securities in the Company to include granted options, warrants, and all classes of preferred stock on the denominator. Each issuance of securities should include a corresponding calculation to determine the amount of securities that must be offered to Executive. Such purchase must be closed and funded within no later than one hundred and twenty (120) days following the first closing of such financing; provided, however, that such ninety (90) day period will be shortened as necessary such that in no event will right to fund extend beyond the 15th day of the 3rd month following the end of the calendar year in which the financing occurs. In connection with the Company’s Series D financing, Executive shall exercise his right to maintain under this Section 10 only with respect to up to 178,451 shares of New Securities issued thereunder. With the exception of Executive’s right to delay actual payment and limits on the timing of purchase as described in this paragraph, Executive’s purchase shall be on the same terms and conditions, including without limitation, the same price, as the parties whose purchase triggered Executive’s right to maintain. The right to maintain his percentage of equity ownership on a fully diluted, as converted basis provided by this Section 10 shall end on the earlier to occur of an IPO or a Change of Control.
Right to Maintain. 17 6.2 RIGHT TO PURCHASE ADDITIONAL SHARES ON STRATEGIC FINANCINGS........................................18 6.3 ISSUANCE AND DELIVERY OF ADDITIONAL STOCK..........................................................18 PAGE SECTION VII -MISCELLANEOUS...........................................................................................18
