Permitted Ownership Clause Samples

Permitted Ownership. Notwithstanding any of the foregoing, Employee shall not be prohibited from owning 2.5% or less of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or publicly traded in any over-the-counter market, provided that neither Employee nor any of his Affiliates, together or alone, has the power, directly or indirectly, to control or direct or is involved in the management or affairs of any such corporation that is a Competing Business.

Permitted Ownership. Nothing in this Section 10 shall prohibit the Participant from owning less than one percent (1%) of any company that is publicly traded on any national securities exchange.

Permitted Ownership. Notwithstanding any language to the contrary contained in this SECTION 4.11, it shall be permissible for the Company and Parent to own stock or securities of any company which may be deemed competitive with Purchaser providing such shares or securities held by the Company or Parent are issued by a company listed on a national securities exchange or the NASDAQ Automated Quotation System and represent less than a five percent (5%) interest in such company.

Permitted Ownership. NOTHING IN THIS SECTION 10 SHALL PROHIBIT THE PARTICIPANT FROM OWNING LESS THAN ONE PERCENT (1%) OF ANY COMPANY THAT IS PUBLICLY TRADED ON ANY NATIONAL SECURITIES EXCHANGE.

Permitted Ownership. Notwithstanding any of the foregoing or anything else to the contrary in this Agreement, (i) Employee may own, for investment purposes only, up to 5% of the outstanding stock or other equity securities of any publicly held corporation or other entity whose stock or equity securities are either listed on a national securities exchange or on the NASDAQ National Market System, if Employee is not otherwise affiliated with such corporation or entity and (ii) Employee is permitted to engage in the endeavors set forth on Exhibit A attached hereto and the activities described in clause (ii) of the third sentence of Section 2(b).

Permitted Ownership. Nothing herein shall prohibit Employee from: (i) being a passive owner of not more than 2% of the outstanding stock of any class of securities of any person or entity listed on a national securities exchange which is engaged in a Restricted Business, so long as Employee has no active participation in the Restricted Business of such person or entity and does not serve on the board of directors or similar body of such person or entity; or (ii) performing any services to the Company or its subsidiaries or that are otherwise permitted hereunder.

Permitted Ownership. (a) Within three business days after the date hereof, the Company shall amend the Company's Shareholder Rights Agreement, dated as of June 19, 1999 between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement"), or take such other action with respect thereto, such amendment or other action to be in form and substance reasonably acceptable to the SA Group and its legal counsel, in order to permit the SA Group to beneficially own, in the aggregate, up to (and including) 19.9% of the outstanding Common Stock (the "Permitted Ownership"), which may include, without limitation, shares convertible into Common Stock, without triggering any adverse consequences to any member of the SA Group under the provisions of the Rights Agreement. (b) Within three business days after the date hereof, the Company shall take such action as is necessary to exempt the Permitted Ownership from the provisions of Article VII, Section 7.2 of the Company's Articles of Amendment and Restatement (the "Charter"), and the SA Group shall cooperate with the Company and take such action as may be reasonably requested by the Company so that the requirements thereof shall be complied with; provided, however, that purchases of shares of Common Stock by the SA Group may be prohibited if such purchases would result in the Company becoming "closely held" within the meaning of Section 856(h) of the Internal Revenue Code of 1986, as amended (the "Code"), or otherwise would cause the Company to fail to qualify as a Real Estate Investment Trust under the Code and the rules relating thereto. (c) Each member of the SA Group agrees to support and vote (or cause to be voted) all of his, her or its shares of stock of the Company (including, without limitation, the Shares) in favor of (i) the Board's plan of liquidation, (ii) the election of all directors nominated by the Board for election at any and all annual or special meetings of shareholders and (iii) the adoption of such amendments to the Rights Agreement and the Charter or the taking of such other action with respect thereto as the Independent Directors may determine to be necessary or appropriate to permit any other shareholder to acquire the levels of Permitted Ownership that the SA Group is permitted to acquire. (d) The Company represents and warrants to the SA Group that, (i) except for any actions to be taken by the Company pursuant to this Section 3, no acts are required to be taken by the Company in o...

Permitted Ownership. (i) From and after the effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), (i) shares of Class B Common Stock may be issued only to, and registered only in the name of, the Existing Owners (as defined herein), their respective successors and assigns and their respective Permitted Transferees (as defined herein) in accordance with Section 4.5 (the Existing Owners, together with all such subsequent successors, assigns and Permitted Transferees, collectively, the “Permitted Class B Owners”) and (ii) shares of Class C Common Stock may be issued only to, and registered only in the name of, the Founders (as defined herein), their respective successors and assigns and their respective Permitted Transferees in accordance with Section 4.5 (the Founders, together with all such subsequent successors, assigns and Permitted Transferees, collectively, the “Permitted Class C Owners”), and the aggregate number of shares of Class B Common Stock and Class C Common Stock at any time registered in the name of each such Permitted Class B Owner or Permitted Class C Owner, as applicable, must be equal to the aggregate number of Common Units (as defined below) held of record at such time by such Permitted Class B Owner or Permitted Class C Owner under the LLC Agreement (as defined below). (ii) The Corporation shall, to the fullest extent permitted by law, undertake all necessary and appropriate action to ensure that the number of shares of Class B Common Stock and Class C Common Stock issued by the Corporation at any time to, or otherwise held of record by, any Permitted Class B Owner or Permitted Class C Owner shall be equal to the aggregate number of Common Units held of record at such time by such Permitted Class B Owner or Permitted Class C Owner in accordance with the terms of the LLC Agreement. (iii) In the event that there is a Change of Control (as defined below) of the Corporation, which Change of Control was approved by the Board of Directors prior to or simultaneously with such Change of Control, then the holders of shares of Class B Common Stock or Class C Common Stock shall, in each case, not be entitled to receive more than $0.0001 per share of Class B Common Stock or Class C Common Stock, whether in the form of consideration for such shares or in the form of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect to such shares.

Permitted Ownership. Notwithstanding any language to the contrary contained in this Section 4.11, it shall be permissible for the Company and Parent to own stock or securities of any company which may be deemed competitive with Purchaser providing such shares or securities held by the Company or Parent are issued by a company listed on a national securities exchange or the NASDAQ Automated Quotation System and represent less than a five percent (5%) interest in such company. . For a period of twelve (12) months following the Closing Date, Parent, the Company and their respective Affiliates shall refrain from, either alone or in conjunction with any other Person, directly or indirectly, soliciting for hire any employee of Purchaser or any Affiliate of Purchaser, except as contemplated pursuant to the terms of that certain Asset Purchase Agreement dated as of October 17, 2000, by and among Lake ▇▇▇▇ Station, Inc., Parent, Ameristar Casino Las Vegas, Inc. and ACI; provided, however, that the Company shall not be prohibited from soliciting for employment any Person whose employment with Purchaser or any of its Affiliates terminated prior to such solicitation. COVENANTS OF PURCHASER Purchaser covenants and agrees with the Company that, at all times from and after the date hereof until the Closing and, in the case of Sections 5.04, 5.05, 5.06, 5.07, 5.08, 5.10 and 5.11 below, thereafter, Purchaser will comply with all covenants and provisions of this Article V, except to the extent the Company may otherwise consent in writing. . Purchaser will as promptly as practicable (a) take all steps necessary or desirable to obtain all consents, approvals, actions, orders or authorizations of, or make all registrations, declarations or filings with and give all notices to Governmental or Regulatory Authorities or any other Person required of Purchaser to consummate the transactions contemplated hereby and will diligently and in good faith strive to obtain the same including, without limitation, (i) making all necessary filings under the HSR Act with the Federal Trade Commission and the Department of Justice no later than seven (7) days following the date hereof (ii) making all necessary filings with the Commission no later than fifteen (15) days following the date hereof, and (iii) no later than ten (10) days following the Effective Date, making all necessary filings and requesting consents from and, to the extent required to obtain consents, hearings with The Port Authority of Kansas City, Mi...