Sale of Control a. In the event that the holder of more than fifty percent (50%) of the outstanding shares of the Common Stock or more than fifty percent (50%) of the outstanding shares of the common stock of an Affiliate of the Corporation which owns a majority of the outstanding shares of the Common Stock (in either case, the "Majority Stockholder") shall seek to sell more than fifty percent (50%) of the outstanding shares of the Common Stock to a Person which is not an Affiliate of the Majority Stockholder (other than an underwriter in connection with an offering pursuant to a registration statement filed under the Act), the Executive shall be provided a written notice which specifies the identity of the proposed purchaser, the number of shares of the Common Stock proposed to be purchased and the consideration proposed to be paid by such purchaser for each share of the Common Stock (the "Sale of Control Notice"). The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence. The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed. In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer. For example, assume the proposed purchaser desires to purchase 450,000 shares of the Common Stock. On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive owns 1,500 of such shares. The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.
b. The parties hereto recognize and acknowledge that any prospective purchaser of the business of ...
Sale of Control. The term “Sale of Control” means, with respect to any Party to this Agreement or any Trussnet Subsidiary, the sale or transfer to any unaffiliated Person of securities of such Party or Trussnet Subsidiary or of all or substantially all of the assets of such Party or Trussnet Subsidiary, whether by merger, consolidation, combination, asset sale, stock sale, tender offer or otherwise, in a transaction whereby the power to elect a majority of the board of directors of such Party or Trussnet Subsidiary shall be vested in such unaffiliated Person.
Sale of Control. In the event of a Sale of Control, as defined in the Stock Purchase Agreement, each share of Series A Preferred Shares shall automatically convert into shares of Class A Common Shares of the Company in accordance with this Description.
Sale of Control. In the event, and only in the event, that the aggregate number of Merger Shares owned of record and beneficially by PHMD or any PHMD Transferee shall represent not less fifteen (15%) percent of the DSKX Fully-Diluted Common Stock, entering into any commitment, for or consummating any Sale of Control of, either (i) DSKX and its consolidated Subsidiaries, or (ii) all of the Acquired Companies;
Sale of Control. If any person or group of persons (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) to whom Shares are proposed to be transferred (a "Proposed Transferee") would become a holder, directly or indirectly, of fifty percent (50%) or more of the outstanding Shares as the result of a transfer of common stock of the Company by any stockholder or stockholders (such acquiring person being referred to as a "Control Person"), no such purchase or transfer shall be made, closed, effected or recorded in the Company's books or records unless the Control Person or the person or group of persons who would become the owner of fifty percent (50%) or more of the Shares as a result of any transfer of Shares shall offer, in writing to each holder of Warrants, to purchase such Warrants from the holders of Warrants who desire to sell, at the same price (on an "as converted" basis), terms and conditions as such Control Person has offered to purchase the Shares to be sold by such selling stockholder or stockholders. Each holder of Warrants shall have twenty (20) days from the receipt of an executed copy of any offer in which to accept such offer.
Sale of Control. “Sale of Control” shall mean, as applicable: (a) as to any or all of the Subject Companies, the sale of all or substantially all of the assets or securities of any of the Subject Companies, whether by merger, consolidation, tender offer, sale of Holdings Common Stock or sale of assets, to any Person who is not an Affiliate of Holdings in a transaction or series of transactions whereby the power to elect the board of directors of any or all of the Subject Companies shall pass to such non-Affiliate Person or its Affiliates; or (b) as to Holdings, the sale of either (i) a majority of the then outstanding shares of voting Common Stock or voting capital stock of Holdings, or (ii) all or substantially all of the assets or securities of Holdings, whether by merger, consolidation, tender offer, sale of Holdings Common Stock or sale of assets, to any Person who is not an Affiliate of Holdings in a transaction or series of transactions whereby the power to elect the board of directors of Holdings shall pass to such non-Affiliate Person or its Affiliates.
Sale of Control. (i) If at any time one or more member(s) (the “Selling Group Members”) holding the majority of voting units of Illini desires to sell or otherwise transfer fifty percent (50%) or more of the voting units which they own in Illini to an Unrelated Third Party (a “Proposed Transferee”), said member(s) shall require the Proposed Transferee to provide a bona fide written offer that specifies a price payable in cash, shares, ownership interests or other consideration for the units and for specific terms and conditions of such transaction (a “Purchase Offer”), the Selling Group of Member(s) shall not sell any units to such Proposed Transferee unless the remaining members are first given the right to participate in such sale on a pro rata basis (based on the relative ownership interests held by each member) and at the same price per unit and otherwise upon the same terms and conditions as are applicable to all of the Selling Group Member(s).
(ii) In such event, each member wishing to participate shall notify the President of Illini in writing of such intention within thirty (30) days of the Selling Member(s)’ receipt of the Purchase Offer.
(iii) The Selling Member(s) and each participating Member shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part (however, if less that all, then such sale must be pro-rata among Selling Members and participating Member(s)), of the ownership interests proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the Purchase Offer.
(iv) If any units are sold pursuant to this Section 4.1(D) to any purchaser who is not a party to this Agreement, such purchaser shall execute a counterpart of this Agreement and Illini’s Operating Agreement as an express condition precedent to the purchase of such units.
Sale of Control. Sale of Control of the Company, either through a single transaction or a series of transactions, shall be undertaken pursuant to a condition precedent that the Purchaser undertakes to carry out a public offering to acquire the common shares of the other Company shareholders, subject to the conditions and terms set forth in applicable law and in these Bylaws, in order to ensure them equal treatment given to the Selling Controlling Shareholder. Sole Paragraph — For the purposes hereof, the following capitalized terms below shall have the following meanings:
Sale of Control. Notwithstanding anything to the contrary, express or implied contained in this Agreement, unless additional Ordinary Shares of the Company shall have been previously issued with Rineon’s prior written consent, upon the occurrence of a Sale of Control transaction, Rineon shall be entitled to receive in connection therewith, the greater of either:
(a) $36,000,000, payable in cash or such other property as shall be acceptable to Rineon in the exercise of its sole and absolute discretion, or
(b) eighty-one and one-half percent (81.5%) of the total consideration payable in connection with such Sale of Control transaction. Subject to the foregoing, NatProv or any Permitted Transferee of NatProv shall be entitled to receive the balance of the total consideration payable in connection with such Sale of Control transaction.
Sale of Control. Tenant shall provide Landlord with notice of any Sale of Control immediately upon the consummation thereof.
