Control Disposition definition

Control Disposition means a Disposition by the Apollo Group that would have the effect of transferring to a Person or Group that is not an Affiliate of the Apollo Group or a portfolio company of any members of the Apollo Group (other than Flag Intermediate Holdings Corporation, Metals USA, Inc. or their respective subsidiaries), a number of shares of Common Stock or common stock of Metals USA, Inc. such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of Common Stock).

Control Disposition means a Disposition which would have the effect of transferring to a Person or Group a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of Common Stock). For purposes of this definition, (i) “Disposition” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, of Common Stock (or any interest therein or right thereto) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the Common Stock (or any interest therein) whatsoever, or any other transfer of beneficial ownership of Common Stock whether voluntary or involuntary, including, without limitation (x) as a part of any liquidation of a Management Holder’s assets or (b) as a part of any reorganization of a Management Holder pursuant to the United States or other bankruptcy law or other similar debtor relief laws and (y) “Group” has the meaning ascribed to such term in Section 13(d)(3) of the Exchange.

Control Disposition means a Disposition (other than a Permitted Disposition) which would have the effect of transferring to a Person or Group that is not an Affiliate of the Apollo Funds (a) a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses fifty percent (50%) or more of the outstanding voting stock or equity securities of the Company or the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer or otherwise) or (b) all or substantially all of the assets of the Company and its Subsidiaries (on a consolidated basis).

Examples of Control Disposition in a sentence

• This Agreement shall terminate automatically upon: (a) the dissolution of the Company or (b) the consummation of a Control Disposition.

• This Agreement shall terminate automatically upon the earlier to occur of: (i) the dissolution of the Corporation (unless the Corporation (or its successor) continues to exist after such dissolution as a limited liability company or in another form, whether incorporated in Delaware or another jurisdiction), (ii) such time as the Apollo Entities collectively beneficially own less than 5% of the outstanding Stock or (iii) the consummation of a Control Disposition.

• This Agreement shall terminate automatically upon: (i) the dissolution of the Company upon the vote of the Required Voting Percentage, (ii) upon the occurrence of any event which reduces the number of Holders to zero in accordance with the terms hereof, (iii) the consummation of a Control Disposition or (iv) if at any time following the consummation of a Qualified Public Offering, fewer than 5% of the aggregate principal amount of the Holdings Senior Notes issued on the date hereof remains outstanding.

• Authorize Another to Control Disposition: I am at least 18 years of age and of sound mind, and designate the following individual as the person with the right to control the disposition of my remains upon my death: [Instructions: mark only one box.] the Agent (and Back-up Agents) named in my Health Care Power of Attorney; or Another person: [print name].

• Notwithstanding anything to the contrary in this Section 4.2(a), the Tag Along Option described in this Section 4.2(a) shall not apply to any transfers by Sponsor on or prior to May 15, 2012 of shares of Common Stock having a Fair Market Value of not greater than to EUR 60,000,000 in the aggregate to one or more non-Affiliate third-parties, so long as such transfers do not result in a Control Disposition.

More Definitions of Control Disposition

Control Disposition means a Disposition by the Apollo Entities that would have the effect of transferring to a Person or Group that is not an Affiliate of the Apollo Entities or a portfolio company of one or more Apollo Entities or Affiliates thereof a number of shares of Common Stock or common stock of Xxxxx Plastics Corporation such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board or a majority of the board of directors of Xxxxx Plastics Corporation, as applicable (whether by merger, consolidation, sale or transfer of Common Stock or otherwise), or a majority of the board of directors (or similar body) of any successor entity.

Control Disposition means a Disposition which would have the effect of transferring to any transferee or a "group" of persons (as "group" is defined for purposes of Section 13(d)(3) of the Exchange Act and the rules and regulations thereunder ("GROUP")) beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of a number of shares of outstanding Common Stock held by the Blackhawk Group constituting, in the aggregate, at least 80 percent of the then outstanding shares of Common Stock held by the Blackhawk Group.

Control Disposition means a Disposition (other than a Permitted Disposition) which would have the effect of transferring to a Person or Group that is not an Affiliate of TopCo Parent (a) a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses fifty percent (50%) or more of the outstanding voting stock or equity securities of the Company or the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer or otherwise) or (b) all or substantially all of the assets of the Company and its Subsidiaries (on a consolidated basis). “Defenders Agreement” means that certain Investor Rights Agreement, dated January 6, 2020, by and among the Company and the holders thereto, as may be amended, supplemented, restated or otherwise modified from time to time. “Disposition” means any transaction or series of related transactions resulting in a direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, whether by merger, consolidation or otherwise, of Common Stock (or any interest therein or right thereto) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the Common Stock whatsoever, or any other transfer of legal,

Control Disposition means a Disposition which would have the effect of transferring to a Person or Group a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses the

Control Disposition means a Transfer which would have the effect of transferring to a Person or Group, in each case consisting solely of unaffiliated third parties (for the avoidance of doubt, prior to a Control Event, any Affiliate or a portfolio company of a Legacy Stockholder shall be deemed not to be an unaffiliated third party), a number of shares of Common Stock such that, following the consummation of such Transfer, such Person or Group possesses the voting power to elect a majority of the Board (whether by merger, consolidation or sale or Transfer of Common Stock). For the avoidance of doubt, neither the Control Event, should it occur, nor the resultant right of the holders of Class B Common Stock to nominate and elect a majority of the Board shall constitute a Control Disposition.

Control Disposition means a Disposition which would have the effect ------------------- of transferring to a Person or Group that is not an Affiliate of YBR a number of shares of Common Stock such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of Common Stock).

Control Disposition means a Disposition or a series of related Dispositions that would have the effect of transferring to any transferee or group (as defined