Right to Maintain Sample Clauses

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 Preferred Holder of the material terms of the proposed sale and shall permit each such Preferred 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 Preferred 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. (b) The number of New Securities that each Preferred Holder may acquire hereunder shall be determined by calculating such number as would result in such Preferred Holder maintaining its voting rights in the Company following such proposed issuance of New Securities, on an as-converted, outstanding percentage basis, at the level held by it immediately prior to such issuance of New Securities after giving effect to the anti-dilution protections, if any, set forth in the Company's Certificate of Incorporation. In addition, each Preferred Holder shall have a right of over-allotment such that if any Preferred Holder fails to exercise its rights hereunder to purchase the maximum number of New Securities which it is entitled to purchase pursuant to the preceding sentence, the other Preferred Holders may purchase on a proportional basis (determined with respect to the number of shares which the Preferred Holders are entitled to purchase pursuant to the preceding sentence) such shortfall number of New Securities by notice to the Company within the thirty (30) day period after the date of the Company notice pursuant to Section 17(a) above. (c) Notwithstanding anything in this Section 17, New Securities shall not be deemed to include (and no Right to Maintain shall apply to the issuance of) any securities issued or issuable (i) to employees, consultants or directors of the Company pursuant to any employee benefit plan; (ii) to banks, building developers or equipment lessors in connection with commercial credit arrangements, equipment financings or similar transactions provided such issuances are for other than primarily equity financing purposes and are approved by the Board of Directors; ...

Right to Maintain. During the Right to Maintain Period: (a) The Company shall provide the Investor the opportunity to purchase in any Offering up to its Pro Rata Share; provided, however, in no event shall the Investor be entitled to purchase an amount of Equity Securities in any such Offering that would cause Section 3.2 to be violated. (b) No later than fifteen (15) Business Days prior to the anticipated consummation of an Offering, the Company shall send a written notice (the “Offering Notice”) to the Investor, indicating the material terms and conditions of the proposed Offering, including, without limitation, (i) the number and type of Equity Securities expected to be offered or sold and the material terms of such Equity Securities, (ii) the expected price at which it proposes to offer or sell such Equity Securities, or the expected formula for determining such price, (iii) the expected timing of the Offering, and (iv) the name, telephone and facsimile number or e-mail address of the Person at the Company to whom the Investor should deliver a Response Notice (as defined below). If, prior to the consummation of the Offering, the terms and conditions of the proposed Offering change, with the result that the price will be less than the minimum price set forth in the Offering Notice or the other principal terms and conditions will be materially more favorable to potential subscribers in the Offering than those set forth in the Offering Notice, it will be necessary for a separate Offering Notice to be furnished, and the terms and provisions of this Section 3.1 separately complied with, in order to consummate the Offering pursuant to this Section 3.1. (c) The Investor shall have the right, by providing written notice to the Company no later than five (5) Business Days prior to the anticipated consummation of an Offering and indicating the name, telephone number, facsimile number or e-mail address of the Person or Persons that the underwriter(s) of the Offering should call to coordinate with respect to any sales to the Investor, to either (i) purchase Equity Securities up to its Pro Rata Share in the Offering upon the terms and conditions specified in the Offering Notice and upon the same terms and conditions applicable to all other participants in such proposed Offering, or (ii) waive its right to so purchase Equity Securities up to its Pro Rata Share in the Offering (in either case, a “Response Notice”). If the Investor or a Permitted Transferee shall fail to provide the Com...

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. (b) Except as set forth below, "New Securities" shall mean any shares of Company Securities, including any class of Common Shares and any series of Preferred Shares, whether now authorized or not, and rights, options or warrants to acquire said shares of Common Shares or Preferred Shares, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Shares or Preferred Shares. Notwithstanding the foregoing, "New Securities" does not include:

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. 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 purchase 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust 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 pl...

Right to Maintain. With respect to each Subsequent Phase Project, within 30 days after the execution of the first equity capital contribution agreement entered into by the Partnership in respect of such Subsequent Project (or, if the Partnership does not enter into any equity capital contribution agreements in respect of such Subsequent Phase Project, then at least 90 days prior to the declaration of FID in respect of such Subsequent Phase Project (or estimated date thereof, provided that such FID is not declared fewer than 90 days thereafter)), the Partnership shall deliver written notice to the Partner offering the Partner the right, exercisable within 30 Business Days after receipt of such notice, to enter into an equity capital contribution agreement in respect of such Subsequent Phase Project that provides the Partner (on substantially equivalent terms provided to other Limited Partners or prospective Limited Partners executing equity capital contribution agreements in respect of such Subsequent Phase Project, if applicable and subject in any case to Section 8.12(b)) the ability to purchase a number of Class C Units or Class D Units, as applicable, equal to (a) 552, multiplied by (b) the Partner Ownership Percentage as of the date of such notice. Such notice shall contain reasonably detailed information concerning the specifics of the proposed FID in respect of such Subsequent Phase Project (including a reasonably detailed financial model and copies of material contracts). Further, the Partnership shall cooperate to promptly provide to the Partner any additional information concerning an investment in the Partnership in respect of such Subsequent Phase Project as the Partner may reasonably request from time to time. If the Partner does not exercise the right set forth in the foregoing provisions of this Section 8.10 to enter into an equity capital contribution agreement in respect of a Subsequent Phase Project within the 30 Business Day period described above, then the Partnership shall not thereafter be obligated to offer the Partner the right to enter into an equity capital contribution agreement in respect of such Subsequent Phase Project; provided, however, that, if (a) the Partner elects to exercise its right to execute an equity capital contribution agreement in respect of a Subsequent Phase Project pursuant to this Section 8.10 and such equity capital contribution agreement expires by its terms or is terminated (other than as a result of the Partner’s default the...

Right to Maintain. In the event the Company issues and sells shares of its Voting Stock either in a transaction described in Section 3(b)(iii), 3(b)(iv) above or in the Initial Public Offering, the Investors shall have the right to maintain their respective percentage interest in the Company by purchasing a number of shares of such Voting Stock (determined as described below) at the same price and on substantially the same terms as were sold (or as are being sold) by the Company in such transaction. If the issuance to which the right applies is the Initial Public Offering, the price per share to each Investor shall be net of underwriting discounts and commissions. The number of shares which each Investor may so purchase is the number equal (a) to Investor's percentage ownership of the outstanding shares of Voting Stock of the Company owned immediately prior to such transaction multiplied by the total number of shares of Voting Stock issued in such transaction less (b) the number of shares purchased by such Investor in connection with such transaction pursuant to Section 3 hereof. Each Investor shall pay the legal fees and other expenses incurred by the Company in connection with the exercise by such Investor of its rights in this Section 5. (a) With respect to Seagate, in lieu of purchasing shares of Voting Stock pursuant to its right to maintain in this Section 5, Seagate shall first convert its Notes into shares of Series G Preferred Stock in order to maintain its percentage interest in the Company; and only at such time and to the extent that all shares issued upon conversion of all Notes is less than the number of shares Seagate is entitled to purchase pursuant to this Section 5, shall Seagate be entitled to purchase shares of the Company's Voting Stock pursuant to this Section 5. (b) Prior to the date which is fifteen (15) days after the Company issues and sells shares in such a transaction, the Company shall provide written notice to each Investor which shall state the number of additional securities, if any, that such Investor is entitled to purchase and the purchase price thereof. (c) Each Investor shall have ten (10) days from the date of receipt of such notice to exercise its option. Each Investor shall exercise its option by delivering to the Company written notice of exercise of such right accompanied by its check for the full purchase price of the Voting Stock which it wishes to purchase. Each Investor may purchase all or any portion of the number of shares of V...

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.