Control Transactions Clause Samples
The Control Transactions clause defines the rules and procedures that apply when there is a change in control of one of the parties involved in an agreement, such as through a merger, acquisition, or sale of a majority interest. Typically, this clause outlines notification requirements, consent rights, or potential consequences like termination or renegotiation if a control transaction occurs. Its core function is to protect the interests of the parties by ensuring that significant changes in ownership or control do not adversely affect the contractual relationship or expose either party to unforeseen risks.
Control Transactions. Subchapter E of Chapter 25 of the BCL, as codified at 15 Pa. C.S. Sections 2541-2548, shall not be applicable to the Corporation.
Control Transactions. Notwithstanding the Lock-up Restrictions, Blue Ant may tender any of its respective Lock-Up Shares to a Person making a formal take- over bid for all outstanding securities of Enthusiast, a purchase of all or substantially all of the assets of Enthusiast, plan of arrangement, merger or similar transaction which results in those shareholders that control Enthusiast prior to the Transaction not controlling Enthusiast following to the Transaction or pursuant to an intervening court order (each, a “Control Transaction”); provided that if the Control Transaction is not completed for any reasons, such Lock-Up Shares shall continue to be subject to the Lock-Up Restrictions.
Control Transactions. In addition to any affirmative vote required by law or this Restated Certificate of Incorporation or the By-Laws, and except as otherwise expressly provided in Section (a)(ii) of this Article Twelfth, a Control Transaction shall require the affirmative vote of not less than fifty percent (50%) of the votes actually cast by the holders of all the then outstanding shares of Voting Stock, voting together as a single-class, excluding Voting Stock beneficially owned by any Significant Holder, or any Controlled or Controlling Affiliate thereof, proposing to effect the Control Transaction. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.
Control Transactions. Upon the date of the consummation of a Control Transaction (the "Consummation Date"), the Plan Pool shall be determined by Mikasa (which determination shall be confirmed by Mikasa's auditors) by adding (i) the amounts credited to the Plan Pool with respect to the Fiscal Years in the Plan Period completed prior to the Consummation Date, (ii) if a Fiscal Year has been completed prior to the Consummation Date but no amount has yet been credited, the result of the application of the Formula with respect to such Fiscal Year and (iii) with respect to the uncompleted Fiscal Year during which the Consummation Date occurs, the result of the application of the Formula with respect to the completed portion of such Fiscal Year. As soon as practicable after the determination of the Plan Pool, payments shall be made to the Participants in accordance with their aggregate outstanding Awards (regardless of whether such Awards are vested or unvested) and the Committee will also distribute any unallocated portion of the Plan Pool among the Participants in such manner as it may determine in its discretion.
Control Transactions. (i) In addition to any affirmative vote required by law or this Restated Certificate of Incorporation or the By-Laws, and except as otherwise expressly provided in Section (a)(ii) of this Article Twelfth, a Control Transaction shall require the affirmative vote of not less than fifty percent (50%) of the votes actually cast by the holders of all the then outstanding shares of Voting Stock, voting together as a single-class, excluding Voting Stock beneficially owned by any Significant Holder, or any Controlled or Controlling Affiliate thereof, proposing to effect the Control Transaction. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.
(ii) The provisions of Section (a)(i) of this Article Twelfth shall not be applicable to any particular Control Transaction, and such Control Transaction shall require only such affirmative vote, if any, as is required by law or by any other provision of this Restated Certificate of Incorporation or the By-Laws, or any applicable rule or listing standard of any securities exchange or market on which any of the Corporation's securities are listed or approved for trading, if all of the conditions specified in either of the following paragraphs (A) or (B) are met (any Control Transaction that satisfies the conditions in paragraphs (A) or (B) or in Section (a)(i) of this Article Twelfth being, an "Approved Control Transaction"): Prior to the consummation of the Control Transaction, it shall have been approved by the Board of Directors by a vote of at least eighty percent (80%) of the entire Board of Directors. Prior to consummating the Control Transaction, the Significant Holder, or any Controlled or Controlling Affiliate thereof, proposing to effect such a Control Transaction shall have made an offer to all of the holders of shares of the class of Capital Stock the acquisition of which by a Significant Holder, or any Controlled or Controlling Affiliate thereof, would give rise to the proposed Control Transaction (the "Target Stock") and on a proportionate basis to all holders of shares of any class of Capital Stock that is convertible into or exchangeable for Target Stock or into or for which Target Stock is convertible or exchangeable, for the purchase of any or all of such shares ("Qualifying Offer"), which offer remains open for at lea...