Control Premium definition

Control Premium means the “premium paid for shares carrying the power to control a corporation.” Black’s Law Dictionary 1300 (9th ed. 2009); see, e.g., Paramount Commc’ns Inc. v. QVC Network, Inc., 637 A.2d 34, 43 (Del. 1994) (“Once control has shifted, the current

Control Premium means the portion of the Purchase Price to be paid by the Seller Parties to OpenTV pursuant to the Control Premium Letter. “Control Premium Letter” means the Letter Agreement between Liberty and OpenTV dated February 10, 2006.

Control Premium means an amount equal to the product of (i) five percent (5%) multiplied by (ii) the purchase price offered by the Third Party for the Bazaar Improvements, net of any indebtedness encumbering the Bazaar Improvements and the Sales Costs. If the Selling Member timely and validly elects to purchase the Control Interest, then the closing of the purchase and sale shall be held at the principal office of the Company in Nevada concurrently with the close of the Selling Member's Interest in the Company to the Third Party identified in the First Sale Notice. If the Non-Selling Member fails to timely and validly elect to purchase the Interest of the Selling Member, then for a period of one hundred eighty (180) days following the expiration of the thirty (30) day period following the First Sale Notice, the Selling Member shall thereafter have the right, but not the obligation, to sell such Member's entire Interest in the Company (including, without limitation, the Control Interest) to the Third Party identified in the First Sale Notice for a purchase price equal to the Selling Member's Purchase Price, plus the Control Premium without any further consent or rights of first offer and/or refusal in favor of the Non-Selling Member. From and after the date of the acquisition of the Control Premium, (i) the Third Party identified in the First Sale Notice shall have the right, but not the obligation, to appoint one (1) additional voting representative to the Board and (ii) the Non-Selling Member shall have no right to appoint any representatives to the Board, and the voting rights of the Non-Selling Member under the Agreement shall be limited solely to those expressly mandated by the Delaware Act.

Examples of Control Premium in a sentence

• Custodians working for Environmental Services at UW Medical Center and Harborview will receive an Infection Control Premium pay of $1.00 per hour.

• The requirement to pay the Change in Control Premium results in a premium to the holders of the 2010 Notes that is not considered clearly and closely related to the debt host and results in an embedded derivative that must be bifurcated and accounted for separately from the debt host.

• The portion of the Principal of this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to (i) the product of (x) the Conversion Amount being redeemed and (y) the Change of Control Premium, plus (ii) accrued and unpaid Interest and Late Charges, if any, on the portion of the Principal to be redeemed, to, but not including, the date of redemption (the “Change of Control Redemption Price”).

• At such time as the Option Period would have commenced absent the occurrence of a Regco Change in Control Event a computation of the exercise price shall be made in accordance with Section 3.1, including the determination of any Control Premium Amount, and if that computation results in an exercise price lower than has been paid by Resources on the Option Closing Date, the difference shall be repaid by Regco to Resources as an adjustment to the exercise price.

• If a Change of Control occurs, the Required Lenders may, at their option and in their sole discretion, instruct the Administrative Agent by written notice to the Borrower to require the Borrower to repay all of the Obligations in cash in an amount equal to 100% of the aggregate unpaid principal amount of the Obligations then outstanding plus the Change of Control Premium (the “Change of Control Prepayment”).

More Definitions of Control Premium

Control Premium has the meaning set forth in Section 15.6(d).

Control Premium the amount of 128,000,000 NIS (one hundred and twenty eight million new shekels).

Control Premium means, with respect to any Note, an amount equal to 1% of the outstanding principal amount of such Note.

Control Premium means an amount equal to $2,485,000 payable hereunder by Parent to Olympus Growth Fund IV, L.P., on account of the additional value allocable to the controlling block of Shares held thereby in connection with the transactions contemplated by this Agreement.

Control Premium means the portion of the Purchase Price to be paid by the Seller Parties to OpenTV pursuant to the Control Premium Letter.

Control Premium means the Earnout Payments payable to Hercules by the Company, in respect of Hercules’ ownership of a controlling interest in the Company, which distribution amount shall be calculated in accordance with Section 5.2 hereof.

Control Premium means, with respect to the Initial Class B Member's Units, an amount equal to the product of (i) the aggregate "change of control premium," if any, received or to be received by the Initial Class A Member's stockholders as a result of the related Change in Control of the Initial Class A Member, as determined in accordance with Section 13.6(i), multiplied by (ii) the product of (A) the amount that would have been shown on the Initial Class A Member's books at the time of the consummation of the Change in Control as the book value of the Initial Class B Member's Units if the Initial Class A Member had acquired the Initial Class B Member's Units at the time the Initial Class B Member acquired the Initial Class B Member's Units, divided by (B) the aggregate book value of the Initial Class A Member's assets at the time of the consummation of the Change in Control of the Initial Class A Member.