Ownership Threshold Clause Samples
The Ownership Threshold clause defines the minimum percentage of ownership or shares that a party must hold to exercise certain rights or trigger specific obligations under an agreement. For example, it may specify that a shareholder must own at least 10% of a company's shares to nominate a board member or initiate particular actions. This clause ensures that only parties with a significant stake can influence key decisions, thereby preventing minor stakeholders from disproportionately affecting the company's governance or operations.
POPULAR SAMPLE Copied 5 times
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. (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.
(b) On or promptly following the date of this Agreement, and from time to time thereafter, the Continuing Founders shall discuss and agree in writing (i) the number and/or nature of Corporation Equity Securities that each Continuing Founder and his Approved Affiliates shall hold or own, directly or indirectly, from time to time for purposes of determining the occurrence of a Below Minimum Event and the satisfaction of the Ownership Threshold and (ii) which Corporation Equity Securities, if any, held or owned, directly or indirectly, by each Continuing Founder or one or more of such Continuing Founder’s Designated Stockholder Parties or controlled affiliates are to be designated as excluded from the requirement set forth in Section 2 to enter into a proxy and power of attorney (such excluded Corporation Equity Securities, the “Stockholder Party Excluded Shares”). If the Continuing Founders designate any Corporation Equity Securities to be Stockholder Party Excluded Shares, the Continuing Founders shall promptly notify the Grantee in writing of the number, by class or series, of securities so designated. Upon such designation, the proxy and power of attorney granted pursuant to Section 2 with respect to such Stockholder Party Excluded Shares, if any, shall automatically be revoked without further action by any Person.
(c) If at any time a Continuing Founder becomes a Below Minimum Continuing Founder, within 30 days he shall provide written notice of such occurrence to the other Continuing Founders. If a Continuing Founder has remained a Below Minimum Continuing Founder for a six-month period, then the Continuing Founders shall discuss and consult with one another regarding how such Continuing Founder can cease to be a Below Minimum Continuing Founder; provided, however, that unless the Continuing Founder ceases to be a Below Minimum Continuing Founder, the other Continuing Founders shall be entitled, in their sole discretion and by their unanimous decision, to require the Below Minimum Continuing Founder to withdraw from this Agreement and from ...
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. Ownership Threshold" shall have the meaning specified in Section 1.1 of the Agreement.
Ownership Threshold. The Sellers party to this Agreement as of the Closing shall, collectively, be the legal, beneficial and record owners of at least 95% of Company Equity Interests entitled to vote for the election of directors.
Ownership Threshold. 4.6(b) PCBs.............................................................. 39
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 such Borrower to Lender in writing.
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. 20 SECTION 6.2 AMHC Annual Statements . . . . . . . . . . . . . . . . . . 21 SECTION 6.3 Confidentiality. . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VII
Ownership Threshold. The Merger Consideration shall not represent more than 30% of the issued and outstanding shares of Common Stock of Parent immediately following the Closing.