Control Shares. The Certificates representing the Shares delivered pursuant to this Agreement are owned by an affiliate of the Company and accordingly are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”). As such, upon transfer of the Shares to the Purchaser, the Purchaser will begin a new holding period as set forth in Rule 144 and the Shares may not be resold without registration or pursuant to an exemption from registration for the holding period set forth in Rule 144. Accordingly, certificates issued to the Purchaser will contain an appropriate restrictive legend.
Control Shares. Seller and the Company has taken all requisite action so that no provision of Delaware law or the Company's certificate of incorporation shall limit the value or voting power of the DOC Shares post-Closing.
Control Shares. The Company hereby waives its rights under Article ELEVENTH, Section H, of its Restated Certificate of Incorporation with respect to all Shares acquired pursuant to exercise of the Option, and hereby agrees, promptly following any such exercise, to exchange for such Shares an equal number of duly authorized, but unissued Shares, which upon issuance will be validly issued, fully paid and nonassessable Shares, and which will not be "control shares" within the meaning of such Article ELEVENTH.
Control Shares. Such Buyer is aware of the provisions of Rule 144 promulgated under the 1933 Act as they apply to securities of the Company held by “control persons” of the Company and agrees to comply with the provisions thereof in connection with the public resale of the Securities to the extent that such Buyer is a control person of the Company. A “control person” of company is generally anyone who directly or indirectly controls the management and affairs of the company, including its executive officers, directors and certain large shareholders.
Control Shares. Each Shareholder severally and not jointly represents and warrants to USSC that (a) it is the record and beneficial owner of the SDI Capital Stock set forth in the SDI Disclosure Schedule, free and clear of any Liens, other than any shareholders' agreements to be terminated prior to the Closing Date in accordance with Section 5.09 hereof; (b) it will have on the Closing Date full legal power, right and authority and all authorizations and approvals required to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and to surrender the certificates to its Shares free and clear of all Liens; (c) this Agreement has been duly and validly executed and delivered by such Shareholder and, this Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors' rights generally and to general equitable principles, including the discretion of a court to grant equitable relief; (d) upon the consummation of the transactions contemplated hereby in accordance with the terms hereof, USSC will own one hundred percent (100%) of the issued and outstanding capital stock of the Surviving Corporation and, (e) such Shareholder is duly organized and validly existing in good standing under the laws of the state of its incorporation.
Control Shares. At the Effective Time, NMCO shall issue 1,000 shares of its common stock to NXMH representing all the issued and outstanding shares.
Control Shares. Schedule 3.12 attached hereto contains a complete list, as of the date hereof, of all documents that contain provisions relevant to the calculation of the number of Control Shares. Schedule 3.12 contains (a) a list of the specific provisions of each such document that are relevant to each such calculation and (b) the relevant calculation of the number of Control Shares under such document with sufficient detail as to allow verification of each such calculation. A true, correct and complete copy of each document listed on Schedule 3.12 has been provided to Lender.
Control Shares. Concurrently with the execution of this Agreement on the Effective Date, the Parties shall cause to be executed the Trust Agreement and in accordance with Section 3.1(b) the Company shall issue to the Trust Agent the Control Shares. The Parties will take commercially reasonable steps to cause the Control Shares to be handled by the Trust Agent in accordance with the terms of this Agreement and the Trust Agreement. The technical committee to the Trust for the purposes of providing instructions to the Trust Agent shall comprise two members and their respective alternates, one member and his/her alternate shall be appointed by DZHC and one member and his/her alternate shall be appointed by Invecture. The Control Shares shall be kept in the Trust until the earlier of:
Control Shares. Notwithstanding any other provision of the Charter of the Corporation or these By-Laws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, such statute may, to the extent provided by any successor by-law, apply to any prior or subsequent control share acquisition.
Control Shares. If the Company issues the Optional Shares to the Investor pursuant to Section 6.3 hereto, the Company shall not take any action to cause subtitle 7 of title 3 of the Maryland General Corporation Law to apply to any Conversion Shares held by the Investor.
