Sale of Control means a sale of all or substantially as of the capital stock or assets of the Company to any unaffiliated third Person, whether through share sale, asset sale, merger, consolidation or like combination, as a result of which the ability to control the board of directors of the Company shall pass to such third Person.
Sale of Control means, as applicable:
Sale of Control means a sale of all or substantially as of the capital stock or assets of the Company to any unaffiliated third Person, whether through share sale, asset sale, merger, consolidation or like combination, as a result of which the ability to control the board of directors of the Company shall pass to such third Person, (ii) the term “SPAC” shall mean a special purpose acquisition corporation listed on Nasdaq or other national securities exchange, and (iii) the term “Reverse Merger” shall mean a reverse merger of the Company with a fully-reporting public corporation without any significant business activities, including a special purpose acquisition corporation or “SPAC,” that is then trading on Nasdaq or the OTCQX platform of the OTC Market (“Pubco”; it being contemplated that in a transaction with a SPAC or a Reverse Merger, the stockholders of the Company will own a substantial majority of the equity securities of the SPAC or Pubco. As used herein, the term “Transaction Consideration” shall mean the dollar value placed on the total consideration paid to the Company including, but not limited to, (i) the value of the Liquidity Event, including consideration whether in cash, stock or in-kind, received by and/or paid by the Company, (ii) the total amount of indebtedness for borrowed funds, capitalized lease obligations and non-trade liabilities of the Company that are either assumed by the acquirer, redeemed or otherwise satisfied in connection with the Liquidity Event, or which remain outstanding after the Liquidity Event is consummated; (iii) the fair market value of any assets excluded from the Liquidity Event; (iv) the fair market value of any ownership interests which are retained by the Company’s shareholders or which remain outstanding after the Liquidity Event is consummated; and (v) the amount of any contingent payments, including, without limitation, earn-outs and future royalties payable in connection with the Liquidity Event. Within one hundred and eighty-one (181) days or six calendar months, whichever is later, following the consummation of the IPO, the Company shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the “Resale Registration Statement”) with the SEC in order to register for resale all of the shares of Common Stock of the Company or common stock of any successor-in-interest to the Company issued to all holders of the Notes upon conversion of the Notes (the “Conversion Shares”), and will use its rea...
Examples of Sale of Control in a sentence
On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive owns 1,500 of such shares.
The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed.
The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence.
Ch. 2001) (noting that “the mere fact that Chris-Chraft‟s stockholders are to receive merger consideration reflecting a control premium not shared with stockholders of BHC and UTV does not support an inference of breach of fiduciary duty.”); see generally Einer Elhauge, The Triggering Function of Sale of Control Doctrine, 59 U.
In connection with the forgoing, Buyer shall not consummate a Sale of Control of the Buyer unless, in connection therewith, the acquiror, surviving corporation or successor in interest shall expressly assume the obligation to perform all of the obligations of Buyer under this Agreement, including, without limitation, payment of all Earn-Out Payments.
More Definitions of Sale of Control
Sale of Control means the sale or transfer of all or substantially all of the assets or securities of the Corporation or any Subsidiary, whether by stock sale, asset sale, merger, consolidation or like combination, in any one or more series of transactions whereby control of the Board of Directors of the Corporation or any Subsidiary shall no longer be vested in the Persons who served as members of such Boards of Directors immediately prior to such transaction.
Sale of Control means the sale to any Person not otherwise an Affiliate of DSKX of all or substantially all of the assets, securities or businesses of DSKX and its consolidated Subsidiaries, whether through an asset sale, stock sale, merger, consolidation, tender offer or like combination, in a transaction whereby the power to elect a majority of the members of the board of directors of DSKX shall be vested in such unaffiliated Person.
Sale of Control means the sale of all or substantially all of the assets or capital stock of the Corporation and its subsidiaries, whether by merger, consolidation, tender offer or like combination, to any person who is not an affiliate of the Corporation or any of the Corporation’s Affiliates.
Sale of Control means, with respect to any Party to this Agreement or any Trussnet Subsidiary, the sale or transfer to any unaffiliated Person of all or substantially all of the securities or assets of such Party or Trussnet Subsidiary, whether by merger, consolidation, combination, asset sale, stock sale, tender offer or otherwise, in a transaction whereby the power to elect a majority of the board of directors of such Party or Trussnet Subsidiary shall be vested in such unaffiliated Person.
Sale of Control means a transaction or series of transactions, other than in respect of the Share Exchange and the issuance of the shares of Series B-4 Preferred Stock pursuant to this Certificate of Designations, in which more than 50% of the voting power of the Corporation is disposed of to Persons who are not Affiliates, or any other transaction or series of transactions as a result of which the ability to control the Board of Directors shall be vested in any Person or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) who is not Dr. Jonathan Landow, Robert M. Rubin, the Rubin Family Trust, the Corporation or any Affiliate of any of such Persons, whether such transaction is effected through (a) a tender offer or exchange offer made by any Person or "group" (as such term is used in Section 13(d)(3) of the Exchange Act) who is not Dr. Robert Landow, Robert M. Rubin, the Rubin Family Trust, the Corporation or an Affiliate of any of such Persons, (b) a sale or exchange of Capital Stock, or (c) a merger, consolidation or like combination.
Sale of Control means any of the following transactions or a series of related transactions having substantially the same effect as any of the following transactions:
Sale of Control means (i) the sale or transfer (in one or a series of related transactions) of the outstanding shares of Capital Stock of the Corporation, or (ii) the merger or consolidation of the Corporation with another Person, in each case in clauses (i) and (ii) above under circumstances in which the holders of the voting power of outstanding Capital Stock of the Corporation and their Affiliates, immediately prior to such transaction, own less than 50% in voting power of the outstanding Capital Stock of the Corporation or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction.