Control Sale definition

Control Sale means a sale by any Shareholder or Shareholders to any Person or group of related Persons, in any transaction or series of related transactions, of (i) Shares aggregating at least 30% of all Shares then outstanding or (ii) Shares which, together with all other Shares theretofore sold to any such Person or group of Persons by Shareholders, would aggregate at least 30% of all Shares then outstanding. For purposes of this definition, Shares sold by any Person to whom any Shareholder has transferred Shares pursuant to Section 3(c) hereof shall be deemed to be Shares sold by such Shareholder.
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Control Sale has the meaning set forth in Section 8.6.
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Control Sale has the meaning set forth in Section 8.06(a). “Covered Business” has the meaning set forth in Section 8.10(b). 3 Note to Draft: Assumes MIP will be in the form of profits interests. Draft to be updated if the company will check the box to file as a corporation.
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Examples of Control Sale in a sentence

  • Other than with respect to a Control Sale or a Transfer to a Permitted Transferee, in the event Vantem Holdings (the “Tag Seller”) proposes to consummate a Third Party Transfer (any such Transfer, a “Tag Sale” and the proposed purchaser in such Transfer, the “Tag Purchaser”), then the Tag Seller shall provide written notice to the other Members (the “Tag Right Members”) at least twenty (20) days prior to the date of such proposed Transfer.

  • Subject to the Members receiving reasonable assurance that the transaction will otherwise comply with the provisions of this Section 8.6, all Members, shall participate (to the extent set forth below) in a Control Sale and the Members hereby agree to execute documents and take any and all other action reasonably necessary or appropriate, as required by the Board of Managers, to effectuate any Control Sale including, without limitation, Transferring all of such Member’s Units.

  • The Transfer restrictions in the previous sentence shall not apply to Transfers (i) to Permitted Transferees, (ii) in connection with a Control Sale pursuant to Section 8.6 or a Tag Sale pursuant to Section 8.7. Subject to the preceding sentence, a Member may Transfer the Units only in accordance with, and subject to, the applicable provisions of this Article VIII.


More Definitions of Control Sale

Control Sale means (i) the sale of a majority of all outstanding Units to an Independent Third Party or (ii) a transaction for the sale of a majority of the Company's assets determined on a consolidated basis to an Independent Third Party, including a merger of the Company or other transaction in which greater than fifty percent (50%) of the capital stock of the Company or its successor Entity is owned directly or indirectly by a "person" or "group" (as such terms are defined in Section 13(d) of the Exchange Act of 1934) of Persons other than the Initial Members or their Permitted Transferees.
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Control Sale means the proposed Transfer by a Member to a Bona Fide Purchaser, in one transaction or in a series of related transactions, of Membership Interests in the Company representing more than 50% of the voting power of the Company.
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Related to Control Sale

  • Control equipment means equipment necessary for the setting and/or unsetting of an immobilizer.

  • Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

  • effective control means a relationship constituted by rights, contracts or any other means which, either separately or jointly and having regard to the considerations of fact or law involved, confer the possibility of directly or indirectly exercising a decisive influence on an undertaking, in particular by:

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Control measure means any best management practice or stormwater facility, or other method used to minimize the discharge of pollutants to state waters.

  • Control Purchase means any transaction (or series of related transactions) in which (1) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase any Common Stock of the Company (or securities convertible into Common Stock of the Company) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (2) any person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the Distribution Date, and (b) the respective family members, estates and heirs of each of the persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such persons or their respective family members or heirs. As used with respect to any person, the term “family member” means the spouse, siblings and lineal descendants of such person.

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • control zone shall have the meaning given in the Operating Agreement.

  • Control Appraisal Period shall exist with respect to the Mortgage Loan, if and for so long as:

  • control room means a room on any premises which is specifically designed, built and equipped to coordinate and control an emergency situation in or on the premises in question;

  • Control apparatus means any device which prevents or controls the emission of any air contaminant directly or indirectly into the outdoor atmosphere.

  • Control Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

  • Change of Control means the occurrence of any of the following:

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Control system means a system for controlling the light output of a Luminaire, including:

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Control device means equipment (such as an incinerator or carbon adsorber) used to reduce, by destruction or removal, the amount of air contaminants in an air stream prior to discharge to the ambient air.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.