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.
Sample 1Sample 2
Control Sale has the meaning set forth in Section 9.7.
Sample 1
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.
Sample 1

Examples of Control Sale in a sentence

  • To exercise a Change of Control Sale option, a Holder must, no later than 5:00 p.m., New York City time, on the date specified in the written notice referred to in Section 8(c)(i) by which such option must be exercised, notify the Corporation in writing of the number of shares of Preferred Stock as to which such Change of Control Sale option is being exercised.

  • Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Holder by wire transfer the purchase price payable upon the purchase by the Corporation of such Holder’s shares of Preferred Stock in accordance with this Section 8 substantially concurrently with the Change of Control Sale.

  • Subject to the payment of the purchase price for shares of Preferred Stock to be purchased pursuant to this Section 8 substantially concurrently with a Change of Control Sale, from and after the Change of Control Sale, the dividend, voting and other powers, designations, preferences and rights provided herein with respect to such repurchased shares of Preferred Stock shall cease.

  • From the Control Sale Date (if a Control Sale has taken place), or the Open Offer Closure Date (if a Control Sale has not taken place), as the case maybe, the Promoters are obligated to, inter-alia, exhibit good faith while exercising their rights as shareholders in relation to their remaining Equity Shares held by them.

  • For the avoidance of doubt, if notice regarding the exercise of a Change of Control Sale option is provided pursuant to Section 8(d) prior to the Change of Control Effective Date, such Holder shall have priority in right of payment of such amount over any payment to Junior Securities in connection with such Change of Control transaction.

  • A Holder may exercise a Change of Control Sale option upon receipt of a notice pursuant to Section 8(b) or Section 8(c) above, the effectiveness of which shall be contingent upon the Change of Control Effective Date.

  • Once a Control Sale Notice has been delivered no Stockholder may enter into any agreement or arrangement to sell, transfer, pledge, encumber or otherwise dispose of such Stockholder's Shares until it receives notification that such Control Sale has been abandoned.

  • Chemical NameEye irritationSpeciesBisphenol A epoxy resinN/EN/EBisphenol A epoxy - CTBN rubber adductN/EN/ERespiratory or skin sensitization: Skin sensitization - Category 1.

  • The Parent shall give the Agent at least 30 days prior notice of the date upon which a change of Control, Sale, or Listing is proposed to occur.

  • Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Series A Holder by mail or wire transfer the purchase price payable upon the purchase by the Corporation of such Series A Holder’s shares of Series A Preferred Stock.


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.
Sample 1
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.
Sample 1

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.

  • Control Event Defined. “Control Event” means:

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • 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 Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

  • 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 events:

  • 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 Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

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

  • Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.

  • 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.

  • Noise Control Measures means measures to reduce the noise emissions from the Facility and/or Equipment

  • 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.

  • Triggering Event means any Section 11(a)(ii) Event or any Section 13 Event.

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