Sale of Voting Control definition

Sale of Voting Control means any transfer, or series of related transfers, of Shares to any Person who, in the aggregate with all Family Members and Affiliates of such Person, and any other Persons who are part of a syndicate or group (as defined in Section 13(d)(3) of the Exchange Act) with such Person, would (after giving effect to the transfer but disregarding any Shares held by the Person, his or her Family Members and Affiliates, and syndicate or group prior to the transfer) own Shares constituting more than 50% of the voting power of the then issued and outstanding Shares (after giving pro forma effect to the issuance by the Company, and the ownership by the Investors, of all of the Exchange Shares at the time the determination is made, as if all of the Exchange Shares had been then issued).
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Sale of Voting Control means the transfer by stockholders of Ikaria (in one or a series of related transactions) to one person or group of related persons of shares constituting not less than a majority of the outstanding voting capital stock of Ikaria or the transfer by members of Buyer (in one or a series of related transactions) to one person or group of related persons other than Affiliates of Ikaria or Buyer of voting membership interests constituting not less than a majority of such voting membership interests of Buyer.
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Sale of Voting Control means any transfer, or series of related transfers, of shares of Company Common Stock to any Person who, in the aggregate with all Family Members and Affiliates of such Person, and any other Persons who are part of a syndicate or group (as defined in Section 13(d)(3) of the Exchange Act) with such Person, would (after giving effect to the transfer but disregarding any shares of Company Common Stock held by the Person, his or her Family Members and Affiliates, and syndicate or group prior to the transfer or series of related transfers) own shares of Company Common Stock constituting more than 50% of the voting power of the then issued and outstanding shares of Company Common Stock (after giving pro forma effect to the issuance by the Company, and the ownership by the Holders, of all of the Exchange Shares at the time the determination is made, as if all of the Exchange Shares had been then issued).
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Related to Sale of Voting Control

  • Voting Control means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Subordinate Voting Shares means the subordinate voting shares in the capital of the Corporation;

  • Voting Period means the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Voting Common Stock means the voting common stock, par value $0.01 per share, of the Company.

  • Outstanding Voting Securities of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Voting Shares means those shares or other interests that have the power to elect the board of directors or similar governing body of an entity.

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • voting security means any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person.

  • Voting Preferred Stock means, with regard to any matter as to which the holders of Series T are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series T) that rank equally with Series T either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • 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.