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).
Sample 1Sample 2
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).
Sample 1Sample 2
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.
Sample 1Sample 2

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 ICAV 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 Class B multiple voting shares in the capital of the Corporation;

  • Subordinate Voting Shares means subordinate voting shares in the capital of the Company.

  • 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 means the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors.

  • 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 the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • e-voting means voting using either the internet, telephone or text message; “e-voting information” has the meaning set out in rule 24.2;

  • 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, 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.

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

  • voting security means a security of the Company that:

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E 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 (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Controlling ownership interested means ownership of or entitlement to more than twenty five percent of shares or capital or profits of the Company;

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Recorded Vote means a written record of the name and vote of each member of Council or a Committee who votes on a question and of each member present who does not vote.