Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (i) securities acquired directly from the Company or its Affiliates by or for the Person shall not be taken into account, and (ii) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Acquisition of Controlling Interest. Any person or entity (other than persons who are employees at any time more than one year before a transaction) becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities. In applying the preceding sentence, (I) securities acquired from the Company by or for the person or entity shall not be taken into account, and (II) an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Acquisition of Controlling Interest. Any person or group of persons acting in concert (other than persons who are employees at any time more than one year before a transaction) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities, excluding, however, the following: (A) any acquisition directly from the Company, (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (D) any underwriter temporarily holding securities pursuant to an offering of such securities. In applying the preceding sentence, an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be Change of Control, as reasonably determined by the Board.
Acquisition of Controlling Interest. Any person (other than persons who are employed by Kratos or its affiliates at any time more than one year before a transaction) (“Buyer”) becomes the “beneficial owner” within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, directly or indirectly, of Kratos securities representing 50% or more of the combined voting power of Kratos’ then-outstanding securities, but only to the extent that such ownership constitutes a “change in the ownership” of Kratos within the meaning of U.S. Treasury Regulation Section 1.409A-3(i)(5)(v).
Acquisition of Controlling Interest. A. In exchange for the sum of $190,000 in cash payment by Tecco, $40,000 of which will be paid on during of this agreement, and $150,000, payable $75,000 on February 1, 2006 and $75,000 on June 15, 2006, according to the terms of a promissory note ("note") executed by Tecco. Beauty Brands shall direct the issuance of 5,100,000 shares of voting common stock from its Treasury to RPM.
B. In order to issue the stock referred to in the preceding paragraph, Beauty Brands shall first amend its articles of incorporation to increase the authorized share capital of the company to 100 million shares, and shall issue a resolution of its board of directors for the issuance of the 5,100,000 shares, which shall be issued by Beauty Brands' transfer agent, as directed by RPM.
C. RPM shall be responsible for the payment of an auditor fees, transfer agent fees, any XXXXX or SEC filing fees, all registered agent fees, and all fees necessary to reinstate Beauty Brands' corporate charter, if any.
X. Xxxxx hereby assigns all his right, title, and interest in and to this transaction and the letter of intent to RPM, In exchange for 75,000 post-reverse split shares to be issued by Beauty Brands.
Acquisition of Controlling Interest. Any Person becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; provided that the foregoing shall exclude any bona fide sale of securities of the Company by the Company to one or more third parties for purposes of raising capital. In applying the preceding sentence, an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
Acquisition of Controlling Interest. The Corporation elects not to be governed by NRS 78.378 to 78.3793, inclusive.
Acquisition of Controlling Interest. In the event that, at any time within two (2) years from the date hereof, (a) Deere Park acquires more than 50% of the outstanding voting securities of the Company at any price, (b) any other person or entity acquires more than 50% of the outstanding voting securities of the Company at a price higher than $2.50 per share or (c) Deere Park sells more than (i) 75% of the outstanding voting securities of the Company beneficially owned by it on the date hereof at a price equal to or higher than $3.00 per share or (ii) 100% of the outstanding voting securities of the Company beneficially owned by it on the date hereof at a price higher than $2.50 per share, Deere Park hereby guarantees that the Committee shall be paid, as soon as practicable thereafter, the amount set forth on Exhibit B hereto.
Acquisition of Controlling Interest. This corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Second Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.
Acquisition of Controlling Interest. Any Person (other than Persons who are Employees or service providers at any time more than one year before a transaction) becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; provided that the foregoing shall exclude any bona fide sale of securities of the Company by the Company to one or more third parties for purposes of raising capital. In applying the preceding sentence, an agreement to vote securities shall be disregarded unless its ultimate purpose is to cause what would otherwise be a Change in Control, as reasonably determined by the Board.
