Control Holder definition
Examples of Control Holder in a sentence
If the Company completes a Change of Control before the payment of the entire Balance of this Note, then upon the closing of such Change of Control, Holder shall be entitled to be repaid the entire Balance of this Note.
Within twenty-four (24) hours after the execution of this Agreement, the CSSE Control Holder shall deliver the Written Consent, which Written Consent shall be irrevocable.
Along Right, the Control Holder shall first give notice in writing (the "Drag-Along Notice") to each Holder and the Company setting forth (i) the name and address of the proposed purchaser and (ii) the proposed purchase price, terms of payment and other material terms and conditions of the proposed purchaser's offer.
For example, in a transaction in which the holders of Equity Securities of the Company receive $50,000,000 as a result of such Change of Control, Holder shall receive $2,100,000 (meaning the sum of (I) $30,000,000 x 5% ($1,500,000) plus (II) $20,000,000 x 3% ($600,000)).
The procedures, terms and conditions set forth in Article 6 shall apply to the conversion of Debentures for which a Change of Control Holder Election for conversion has been delivered, provided that such Change of Control Notice shall be deemed to have satisfied the requirement for a Conversion Notice to be delivered, the Conversion Price for such purpose shall be the Change of Control Conversion Price, and the Conversion Date for such purpose shall be the Change of Control Repurchase/Conversion Date.
Notwithstanding anything to the contrary in this Section 7(b), the Company will not be required to offer or effect any Change of Control Redemption, and Holders will not have a Change of Control Holder Redemption Right, with respect to any Convertible Preferred Share that has been called for Company Redemption or Holder Repurchase.
If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder of the Notes shall not have the right to receive Additional Shares pursuant to Section 8.05(e) or to require the Company to repurchase such Notes in connection with the Fundamental Change that is also a Public Acquirer Change of Control.
Each Bring-Along Notice shall describe in reasonable detail the proposed terms of the proposed Control Sale, including, without limitation, (i) the name and address of the Control Purchaser, (ii) the proposed amount and form of consideration to be paid by the Control Purchaser to the Control Holder, and (iii) any other material terms or conditions of such proposed Control Sale, and shall include a statement to the effect that the proposed Control Purchaser has been informed of the Bring-Along Right.
In all other scenarios, upon the Expiration Date or an Acquisition or Change in Control, Holder shall be deemed as having delivered notice to Company to exercise its rights to receive the Buyout Fee and on such Expiration Date, Company shall pay to Holder the Buyout Fee.
If during the time this Note remains outstanding there occurs a Change of Control, Holder shall have the right (exercisable for a period from (and including) the date on which such Change of Control occurred to (and including) the thirtieth (30th) day after ▇▇▇▇▇▇’s receipt of the Change of Control Notice) to require the Company to redeem this Note in cash at a price (the “Redemption Price”) equal to the then outstanding principal amount plus any accrued and unpaid Interest thereon.