Control Shares Sample Clauses
The Control Shares clause regulates the acquisition and exercise of voting rights attached to a significant portion of a company's shares, typically when an investor or group acquires a threshold percentage of ownership. In practice, this clause may require that any shares acquired above a certain percentage—such as 20% or more—have their voting rights suspended until approved by a majority of disinterested shareholders. This mechanism is designed to prevent hostile takeovers or sudden shifts in corporate control without broader shareholder consent, thereby protecting existing shareholders from unexpected changes in governance.
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Control Shares. The Certificates representing the Shares delivered pursuant to this Agreement are owned by an affiliate of the Company and accordingly are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”). As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin a new holding period as set forth in Rule 144 and the Shares may not be resold without registration or pursuant to an exemption from registration for the holding period set forth in Rule 144. Accordingly, certificates issued to the Purchaser will contain an appropriate restrictive legend.
Control Shares. Sellers hereby agree to sell, assign, convey, and transfer to Buyer all of Seller’s right, title, and interest in all Series A Preferred Shares of The Marquie Group, Inc., as detailed in Schedule A (the “Control Shares”), representing majority voting control of TMGI.
Control Shares. The Company hereby waives its rights under Article ELEVENTH, Section H, of its Restated Certificate of Incorporation with respect to all Shares acquired pursuant to exercise of the Option, and hereby agrees, promptly following any such exercise, to exchange for such Shares an equal number of duly authorized, but unissued Shares, which upon issuance will be validly issued, fully paid and nonassessable Shares, and which will not be "control shares" within the meaning of such Article ELEVENTH.
Control Shares. Each of the Sellers and the Company has taken all requisite action so that no provision of Delaware law or the Company's certificate of incorporation shall limit the value or voting power of the DOC Shares post-Closing.
Control Shares. Schedule 3.12 attached hereto contains a complete list, as of the date hereof, of all documents that contain provisions relevant to the calculation of the number of Control Shares. Schedule 3.12 contains (a) a list of the specific provisions of each such document that are relevant to each such calculation and (b) the relevant calculation of the number of Control Shares under such document with sufficient detail as to allow verification of each such calculation. A true, correct and complete copy of each document listed on Schedule 3.12 has been provided to Lender.
Control Shares is amended by deleting "If the Company issues the Optional Shares to the Investor pursuant to Section 6.3 hereto."
Control Shares. Concurrently with the execution of this Agreement on the Effective Date, the Parties shall cause to be executed the Trust Agreement and in accordance with Section 3.1(b) the Company shall issue to the Trust Agent the Control Shares. The Parties will take commercially reasonable steps to cause the Control Shares to be handled by the Trust Agent in accordance with the terms of this Agreement and the Trust Agreement. The technical committee to the Trust for the purposes of providing instructions to the Trust Agent shall comprise two members and their respective alternates, one member and his/her alternate shall be appointed by DZHC and one member and his/her alternate shall be appointed by Invecture. The Control Shares shall be kept in the Trust until the earlier of:
(a) the Trust Agent is provided with the letter of the Company delivered to Invecture pursuant to Section 3.7(b), in which case the Control Shares shall be transferred to Invecture on the Closing Date in accordance with Section 3.7;
(b) one Party has notified the Trust Agent in writing that this Agreement has been terminated, enclosing written evidence whereby the other Parties have agreed on the termination of this Agreement, in which case the Control Shares shall be cancelled for no payment or other consideration; and
(c) the Trust Agent receives notification that this Agreement has been terminated by a court having competent jurisdiction, in which case the Control Shares shall be cancelled for no payment or other consideration. The Parties agree that any obligations to pay taxes or duties which may result from the transfer of the Control Shares from the Trust Agent to Invecture, shall be the obligation of Invecture, whether paid directly by Invecture to the appropriate Governmental Authority or funded by Invecture to the Trust or the Company, as applicable.
Control Shares. At the Effective Time, NMCO shall issue 1,000 shares of its common stock to NXMH representing all the issued and outstanding shares.
Control Shares. Each Shareholder severally and not jointly represents and warrants to USSC that (a) it is the record and beneficial owner of the SDI Capital Stock set forth in the SDI Disclosure Schedule, free and clear of any Liens, other than any shareholders' agreements to be terminated prior to the Closing Date in accordance with Section 5.09 hereof; (b) it will have on the Closing Date full legal power, right and authority and all authorizations and approvals required to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and to surrender the certificates to its Shares free and clear of all Liens; (c) this Agreement has been duly and validly executed and delivered by such Shareholder and, this Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors' rights generally and to general equitable principles, including the discretion of a court to grant equitable relief; (d) upon the consummation of the transactions contemplated hereby in accordance with the terms hereof, USSC will own one hundred percent (100%) of the issued and outstanding capital stock of the Surviving Corporation and, (e) such Shareholder is duly organized and validly existing in good standing under the laws of the state of its incorporation.
Control Shares. The Shares constitute an aggregate of 93.7% of the Company’s outstanding shares of common stock.