Control Share definition

Control Share means a common share encompassed by the Control Shares.

Control Share means shares of the Corporation that would have voting power that when added to all the other shares of the Corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as part of a group), to exercise or direct the exercise of the voting power of the Corporation in the election of directors within any of the following ranges of voting power: (a) one-fifth or more but less than a third of all voting power; (b) one-third or more but less than a majority of all voting power; or (c) a majority or more of all voting power.

Control Share fair price", "affiliate transaction", "business combination" or other antitakeover laws and regulations of any state (collectively, "Takeover Laws") applicable to it, including, without limitation, the Commonwealth of Pennsylvania, and including, without limitation, Subchapters D (Section 2538), E, F, G, H, I and J of Chapter 25 of the PBCL.

Examples of Control Share in a sentence

• This Section 9 may be repealed by a majority of the Whole Board, in whole or in part, at any time, whether before or after an acquisition of Control Shares (as defined in Section 3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any successor provision).

• In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor.

• Notwithstanding any other provision of the Charter or these bylaws or any contrary provision of law, the Maryland Control Share Acquisition Statute, found in Title 3, Subtitle 7 of the MGCL, as amended from time to time, or any successor statute thereto, shall not apply to any acquisition of shares of stock of the Corporation by any person.

• For the avoidance of doubt, the Control Share Act shall apply to any acquisition or proposed acquisition of shares of stock of the Corporation by any affiliate of a Proportional Voter.

• Notwithstanding any other provision of these Articles of Incorporation or any contrary provision of law, the Maryland Control Share Acquisition Statute, found in Title 3, subtitle 7 of the MGCL, as amended from time to time, or any successor statute thereto shall not apply to any acquisition of Securities of the Company by any Person.

More Definitions of Control Share

Control Share with regard to securities of the Company or an Acquiring Corporation, means ownership of either (x) 50 percent or more of the total voting power of the then outstanding securities, or (y) 50 percent or more of the outstanding Common Stock. Percentage ownership shall be computed in accordance with Rule 13d-3 promulgated under the Exchange Act.

Control Share means those outstanding voting shares of an issuing corporation which an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person became an acquiring person. "Issuing corporation" means a corporation that is organized in Nevada, has 200 or more stockholders (at least 100 or whom are stockholders of record and residents of Nevada) and does business in Nevada directly or through an affiliated corporation. "Controlling interest" means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of the Nevada Control Share Acquisition Statute, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more of all the voting power of the issuing corporation in the election of directors.

Control Share fair price", "affiliate transaction", "business combination" or other antitakeover laws and regulations of any state (collectively, "Takeover Laws"), including, without limitation, the Commonwealth of Pennsylvania, applicable to it. Seller has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of Seller's or its Subsidiaries' Articles of Incorporation or Bylaws concerning "business combination," "fair price," "voting requirement," "constituency requirement" or other related provisions (collectively, the "Takeover Provisions").

Control Share means those outstanding voting shares of an issuing corporation which an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person became an acquiring person. "Issuing corporation" means a corporation that is organized in Nevada, has 200 or more stockholders (at least 100 of whom are stockholders of record and residents of Nevada) and does business in Nevada directly or through an affiliated corporation.

Control Share means those outstanding voting shares of an issuing

Control Share or other state anti- takeover statute or regulation, (i) applies to the Merger, the Voting Agreements or the Option Agreement, (ii) prohibits or restricts the ability of Letchworth or any Letchworth Subsidiary to perform their respective obligations under this Reorganization Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Reorganization Agreement, any of the Voting Agreements, or the Option Agreement, or any provision hereof or thereof, or (iv) would subject Trustco or any Trustco Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Reorganization Agreement, any of the Voting Agreements or the Option Agreement.

Control Share or other state anti-takeover statute or regulation, (i) applies to the Merger or the Agreement, (ii) prohibits or restricts the ability of SHB or Sleepy Hollow Bank to perform their respective obligations under this Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Agreement or the Merger, hereof or thereof, or (iv) would subject TFC or any TFC Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Agreement or the Merger.