Minimum Ownership Sample Clauses

Minimum Ownership. (a) ▇▇▇▇▇▇ hereby irrevocably tenders his resignation as director effective as of the date that (i) the Ownership Interest of the Shareholder Group falls below 5% of the outstanding Common Stock (based on the latest annual or quarterly report of the Company filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act) or (ii) the Shareholder Group breaches its obligation under Section 6(b) hereof and such breach has not been cured within five (5) days following written notice of such breach. The Board may accept such resignation, in its sole discretion, by a majority vote (excluding ▇▇▇▇▇▇). For the avoidance of doubt, in the event ▇▇▇▇▇▇ resigns from the Board and a replacement director is appointed pursuant to Section 5 hereof, this Section 6(a) shall apply to such replacement director, and the Shareholder Group and its Affiliates and Associates shall cause such replacement director to fulfill such obligation. (b) For purposes of this Agreement, the Ownership Interest of the Shareholder Group shall be determined based on the latest public filing made by the Shareholder Group with the SEC with respect to its Ownership Interest; provided, that if at any time the Shareholder Group is no longer required to publicly disclose its Ownership Interest through public filings made with the SEC, the Shareholder Group shall (i) promptly (and in any event within five (5) days) inform the Company of any change in its Ownership Interest, (ii) disclose its Ownership Interest to the Company on a quarterly basis and (iii) at the Company’s request, produce documentary evidence reasonably necessary to verify that its Ownership Interest reported to the Company is accurate.

Minimum Ownership. If at any time following the execution and delivery of this Agreement, SRS’s aggregate Beneficial Ownership of Voting Securities is less than (a) the greater of (x) 7,435,651 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 and (y) 7.5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective or (c) the greater of (x) 3,717,826 and (y) 5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final Applicable Director (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), (b) and (c), a “Minimum Ownership Level”); provided, that in the case of clauses (a) through (c), SRS shall promptly notify the Company of which Applicable Director (as applicable) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any Minimum Ownership Level.

Minimum Ownership. Notwithstanding anything to the contrary herein or in the LLC Agreement, each of the Stockholders and Echo covenant and agree, for the benefit of the Company and MCK, that no Transfers under this Agreement or the LLC Agreement or otherwise of Units of the Company or Echo Shares or other Equity Interests in the Company or Echo (or any beneficial interest of any of the foregoing therein) by Echo or the Stockholders shall be permitted if (i) prior to the MCK Trigger Date, such Transfer would result in the Stockholders (and their Permitted Transferees) party hereto holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities (other than the Class X Stock) of Echo on a fully diluted basis (taking into account all Equity Interests of Echo convertible or exercisable into or exchangeable for Echo Shares, including Options, Warrants and Convertible Securities) or (ii) prior to the earlier to occur of (x) the consummation of a Qualified MCK Exit or (y) the third (3rd) anniversary of Closing, the Membership Percentage of Echo would fall to less than 17.5% (calculated on a fully-diluted basis taking into account any Units issuable upon (including pursuant to Section 3.03 of the LLC Agreement) the conversion, exercise, exchange, settlement or vesting of Echo Shares or other Equity Securities of Echo and, without duplication, any Equity Securities of the Company, Echo or any of their Subsidiaries authorized for issuance under any Approved Plan).

Minimum Ownership. If Global makes a commitment to provide a portion of the Total Required Equity and Global later fails to fund all or a portion of its equity investment as such funds are required for the Project and if, as a result of such failure, Global’s membership interest falls below the minimum investment of ten percent (10%) of the Total Required Equity, Covanta shall have the right to require Global to sell its entire membership interest in the Project Company to Covanta at a price equal to seventy-five percent (75%) of the amount actually invested by Global in respect of such membership interest.

Minimum Ownership. (a) If at any time following the execution and delivery of this Agreement (other than as a result of buybacks or repurchases by or on behalf of the Company), SRS’s aggregate Beneficial Ownership of the Common Stock is less than 7.5% of the then outstanding Common Stock (the “Minimum Ownership Level”), then (i) SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for any Applicable Director and (ii) the Company shall not be obligated to nominate any Applicable Director or any Replacement thereof for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. (b) Prior to the election of any Applicable Director (or the appointment of any Replacement thereof) to the Board, such Applicable Director (or Replacement thereof) shall deliver to the Company an irrevocable resignation letter pursuant to which such Person shall resign from the Board and all applicable committees thereof if at any time SRS fails to maintain the Minimum Ownership Level. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain the Minimum Ownership Level.

Minimum Ownership. Notwithstanding the foregoing, the provisions ----------------- of

Minimum Ownership. Notwithstanding anything to the contrary herein or in the LLC Agreement, each of the Stockholders and Echo covenant and agree, for the benefit of the Company and MCK, that no Transfers under this Agreement or the LLC Agreement or otherwise of Units of the Company or Echo Shares or other Equity Interests in the Company or Echo (or any beneficial interest of any of the foregoing therein) by Echo or the Stockholders shall be permitted if (i) prior to the MCK Trigger Date, such Transfer would result in the Stockholders (and their Permitted Transferees) party hereto holding, directly or indirectly, less than 50.1% of any class and/or series of voting securities of Echo on a fully diluted basis (taking into account all Equity Securities of Echo convertible or exercisable into or exchangeable for Echo Shares, including Options and Warrants) or (ii) prior to the earlier to occur of (x) the consummation of a Qualified MCK Exit or (y) the third (3rd) anniversary of Closing, the Membership Percentage of Echo would fall to less than 17.5% (calculated on a fully-diluted basis taking into account the Employee Pool).

Minimum Ownership. No Stockholder, nor any transferee of any Stockholder, shall have any rights under this Agreement to participate in any registration statement, either as a Demand Registrant, or as a Piggyback Holder, after the date when all Registrable Securities owned by the applicable Group or transferees is less than 5% of the then outstanding shares of Common Stock of the Company.

Minimum Ownership. 3.7.1 At any time prior to the expiration of the Standstill Period, at the request of the Company, the Clover Parties shall certify to the Company in writing that the Clover Parties satisfy the Minimum Ownership. Prior to the 2016 Annual Meeting, the Clover Representative shall notify the Company promptly (and in any event within one business day) if, at any time, the Clover Parties shall fail to satisfy the Minimum Ownership. After the 2016 Annual Meeting but prior to the expiration of the Standstill Period, the Clover Representative shall notify the Company promptly (and in any event within three business days) if, at any time, the Clover Parties shall fail to satisfy the Minimum Ownership.