Control Transaction. In this Agreement, a “Control Transaction” means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.
Control Transaction. “Control Transaction” means a transaction that is either a Change in Control or a Corporate Transaction.
Control Transaction. Liberty shall not effect or permit to be effected a Control Transfer, unless the Person that, after giving effect to such transaction, will Control United, delivers to United an undertaking to become a party to this Agreement with the same rights and obligations as if it had been named as Liberty hereunder, and upon such delivery Liberty shall be released from all obligations under this Agreement.
Control Transaction. In the event that, at any time after June 30, 2005, the Acquiror proposes to sell, in a single transaction or series of related transactions, all of the then outstanding Equity Shares of the Company other than the Retained Shares, to any Person or Persons other than any Affiliate of the Acquiror (a "Control Transaction"), the Acquiror shall have the right to require the Seller to sell the Retained Shares in the Control Transaction upon the terms and conditions of this Section. In the event of a proposed Control Transaction, Acquiror shall give thirty days prior written notice to the Seller of the intended disposition and of the Acquiror's request that Seller sell the Retained Shares in the proposed Control Transaction (the "Transfer Notice"), which Transfer Notice shall set forth: (i) the identity and address of the intended transferee, (ii) the number and class of Equity Shares to be Transferred, (iii) the amount and type of consideration to be received in exchange for the Equity Shares, (iv) the intended manner of Transfer and (v) any other terms and conditions of the proposed Transfer, and shall include a copy of the Sale Document, if any exists at the time of giving the Transfer Notice. If no Sale Document exists at the time of giving the Transfer Notice, the Acquiror shall provide to the Seller a copy of any Sale Document immediately upon receipt thereof by the Acquiror. The Acquiror shall also promptly provide such further information with respect to such Control Transaction as is reasonably requested by the Seller.
Control Transaction. The Performance Options will time vest (A) one-third (1/3) upon performance vesting, (B) one-third (1/3) on the nine (9) month anniversary of performance vesting and (C) one-third (1/3) on the eighteen (18) month anniversary of performance vesting, in each case subject to continued employment with the Company through the time vesting date, provided, however, that to the extent that any stock price hurdle performance vesting condition is satisfied after the signing of a transaction that will constitute a Change of Control, the time vesting condition will apply as follows:
Control Transaction. In the event it is later determined that a greater reduction in the Payments should have been made to implement the objective and intent of this Section, the excess amount shall be returned immediately by Executive to the Company.
Control Transaction. The first sentence of Section 9(a) of the Purchase Agreement shall be amended in its entirety as follows: To the extent not prohibited by a nondisclosure agreement, the Company shall promptly notify each Standstill Investor in the event that the Company enters into any bona fide discussions with any third party which the Company reasonably believes will result in a Control Transaction (as defined below). Notwithstanding the foregoing, the Company will provide notice to each Standstill Investor at least five calendar days prior to entering into a binding definitive agreement with respect to a Control Transaction, and will further notify each Standstill Investor after such discussions terminate.
Control Transaction. Subject to the provisions of Articles IV and V, if, prior to the end of Fiscal Year 2003, a definitive agreement with respect to a Control Transaction is executed or announced, each Management Stockholder shall have the right to Put all (but not less than all) of the Shares Beneficially Owned by such Management Stockholder; provided, that the Notice in respect of such Put must be given to the Majority Stockholder either (x) during the sixty-day period following the Control Transaction Date ("Period One") or (y) during the sixty-day period following the completion of the Company's audit for the Fiscal Year in which the Control Transaction Date occurs ("Period Two"); provided, however, that if the Notice is given to the Majority Stockholder on a day that is within both Period One and Period Two, the Management Stockholder shall determine the period in which the Notice was given; and provided, further, that such Put shall be exercised for a price per Share equal to the Minimum Guaranteed Amount plus:
(i) in the event Notice of such Put is given during Period One, the product of 8.7 multiplied by a fraction, the numerator of which is (a) and the denominator of which is (b), where (a) equals the excess, if any, of (A) Cumulative Net Income Per Share for the last completed Fiscal Year which began after Fiscal Year 2000 and ended prior to the Control Transaction Date over (B) Target Cumulative Net Income Per Share for such Fiscal Year and (b) equals the number of completed Fiscal Years taken into account in the calculation of Cumulative Net Income Per Share pursuant to (A) above (the "Period One Control Transaction Price"), or
(ii) in the event Notice of such Put is given during Period Two, the product of 8.7 multiplied by a fraction, the numerator of which is (a) and the denominator of which is (b), where (a) equals the excess, if any, of (A) Cumulative Net Income Per Share for the Fiscal Year in which the Control Transaction occurs over (B) Target Cumulative Net Income Per Share for such Fiscal Year and (b) equals the number of completed Fiscal Years taken into account in the calculation of Cumulative Net Income Per Share pursuant to (A) above.
Control Transaction. If the Company executes a letter of intent to conduct a Control Transaction or consummates a Control Transaction with any National Introduced Party prior to the earlier of the closing of the Financing or the termination or expiration date of this Agreement, then, the Company shall pay National an aggregate cash fee of 5% of the Control Transaction Consideration received upon the closing of such Control Transaction to be paid upon the closing of the Control Transaction. For purposes hereof, a “Control Transaction” shall mean any transaction or series or combination of transactions, whereby, directly or indirectly, control of, or a majority interest in, the Company or all or substantially all of its businesses, assets or properties, is sold, leased or otherwise transferred, including, without limitation, a sale or exchange of capital stock or assets, a lease of assets with or without a purchase option, a merger or consolidation, a leveraged buy-out, a restructuring, a recapitalization, a repurchase of capital stock, an extraordinary dividend or distribution (whether cash, property, securities or a combination thereof), a liquidation, the formation of a joint venture or partnership or any other similar transaction. In the case of a tender or exchange offer or a multi-step transaction which contemplates the acquisition of more than 50% of the Company’s outstanding voting stock, a transaction shall be deemed to have been consummated upon the acquisition of more than 50% of the Company’s outstanding voting power or the ability to elect a majority of the Company’s Board of Directors. For purposes hereof, Control Transaction Consideration shall mean the total value of all cash, securities, other property and any other consideration, including, without limitation, any contingent, earned or other consideration paid or payable, directly or indirectly, to the Company or holders of its securities in connection with a transaction. Control Transaction Consideration shall also be deemed to include any indebtedness, including, without limitation, pension liabilities, guarantees and other obligations assumed, directly or indirectly, in connection with, or which survives the closing of, a transaction.
Control Transaction. Purchaser seeks to make a direct investment in the equity of the Company in the form of convertible preferred stock, other senior securities of the Company or Common Stock whereby the Purchaser would acquire or have the right to acquire Common Stock representing more than fifty percent (50%) of the total outstanding Common Stock on a fully diluted basis (the “Control Transaction”). The final terms and conditions of the Control Transaction will be subject to execution and delivery of definitive documentation between the Company and the Purchaser.
