Control Share Act definition

Control Share Act shall have the meaning set forth in Section 11.6 of this Declaration.
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Control Share Act has the meaning set forth in Section 4.18.
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Examples of Control Share Act in a sentence

  • The Trust shall be subject to Sections 3-701 through 3-707 (the “Control Share Act”) of the Maryland General Corporation Law to the same extent as if the Trust were a Maryland corporation registered under the 1940 Act as a closed-end investment company that had elected to be subject to the Control Share Act by resolution of its board of directors and, accordingly, the Control Share Act shall apply to any acquisition or proposed acquisition of Shares to the extent provided therein.

  • The district court properly held that "no actual purchase of shares is necessary to trigger the Control Share Act when a group forms for the purpose of directing the exercise of voting power" within one of the statutory ranges.

  • Such bylaws shall include a provision that the Nevada Control Share Act, Sections 78.378 to 78.3793 of the Nevada Code, inclusive, does not apply to any holders of capital stock of the Surviving Corporation or any successor entity as a result of such holders' acquisition of shares of such capital stock.

  • The Oregon Control Share Act and the Oregon Business Combination Act could have the effect of encouraging potential acquirers to negotiate with our board of directors and discourage potential acquirers unwilling to comply with the provisions of these laws.

  • Except with respect to appraisal rights arising in connection with the Control Share Act discussed below, as permitted by the Maryland General Corporation Law, our charter provides that stockholders will not be entitled to exercise appraisal rights.

  • The Company's Bylaws provide that the Control Share Act does not apply to acquisitions of the Company's voting shares and thus does not apply to the Offer and the Merger.

  • Nothing express or implied in this Agreement is intended or shall be construed to confer upon or give any Person other than the parties hereto, such parties’ “affiliates” and “associates” (as such terms are defined under the Maryland Business Combination Act and/or the Maryland Control Share Act) and their respective permitted assigns any rights or remedies under or by reason of this Agreement or the transactions contemplated hereby.

  • The Mississippi Control Share Act is not applicable to this Agreement, the Merger and the other transactions contemplated by this Agreement pursuant to Article X of the Company's articles of incorporation.

  • No state takeover statute or similar statute or regulation, including without limitation the Florida Control Share Act and the Florida Affiliated Transactions Act applies or purports to apply to the Offer, this Agreement, the Other Agreements or any of the transactions contemplated by this Agreement or the Other Agreements, except as waived pursuant to applicable law.

  • An additional Oregon takeover statute is found in Sections 60.801 to 60.816 of the OBCA (the "Control Share Act").

Related to Control Share Act

  • Control share acquisition means, subject to specified exceptions, the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of determining whether an acquisition constitutes a control share acquisition, shares acquired within 90 days or under a plan to make a control share acquisition are considered to have been acquired in the same acquisition. “Issuing public corporation” means a corporation which has (i) 100 or more shareholders, (ii) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of greater than $1,000,000, and (iii) (A) more than 10% of its shareholders resident in Indiana, (B) more than 10% of its shares owned of record or owned beneficially by Indiana residents, or (C) 1,000 shareholders resident in Indiana.

  • Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.

  • Interested Shares means Shares that are beneficially owned by:

  • Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.