Control Transaction. In this Agreement, a “Control Transaction” means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.
Control Transaction. “Control Transaction” means a transaction that is either a Change in Control or a Corporate Transaction.
Control Transaction. Subject to the provisions of Articles IV and V, if, prior to the end of Fiscal Year 2003, a definitive agreement with respect to a Control Transaction is executed or announced, each Management Stockholder shall have the right to Put all (but not less than all) of the Shares Beneficially Owned by such Management Stockholder; provided, that the Notice in respect of such Put must be given to the Majority Stockholder either (x) during the sixty-day period following the Control Transaction Date ("Period One") or (y) during the sixty-day period following the completion of the Company's audit for the Fiscal Year in which the Control Transaction Date occurs ("Period Two"); provided, however, that if the Notice is given to the Majority Stockholder on a day that is within both Period One and Period Two, the Management Stockholder shall determine the period in which the Notice was given; and provided, further, that such Put shall be exercised for a price per Share equal to the Minimum Guaranteed Amount plus:
Control Transaction. Liberty shall not effect or permit to be effected a Control Transfer, unless the Person that, after giving effect to such transaction, will Control United, delivers to United an undertaking to become a party to this Agreement with the same rights and obligations as if it had been named as Liberty hereunder, and upon such delivery Liberty shall be released from all obligations under this Agreement.
Control Transaction. The Performance Options will time vest (A) one-third (1/3) upon performance vesting, (B) one-third (1/3) on the nine (9) month anniversary of performance vesting and (C) one-third (1/3) on the eighteen (18) month anniversary of performance vesting, in each case subject to continued employment with the Company through the time vesting date, provided, however, that to the extent that any stock price hurdle performance vesting condition is satisfied after the signing of a transaction that will constitute a Change of Control, the time vesting condition will apply as follows: (1) if such Change of Control does occur, then upon the closing of such Change of Control Transaction the time vesting will be deemed to have occurred and (2) if such Change of Control does not occur, then on the date of the termination of the definitive agreement evidencing such transaction (a) one-third (1/3) upon such date, (b) one-third (1/3) upon the nine (9) month anniversary of such date and (c) one-third (1/3) upon the eighteen (18) month anniversary of such date. In the event that the performance vesting condition is not met with respect to any portion of the Performance Options on or prior to the earlier of (1) December 31, 2028 and (2) a Change of Control, such portion of the Performance Options will be forfeited; provided, that if a hurdle price has been hit for at least one (1) trading day prior to December 31, 2028, then the period for achievement of such performance vesting condition hurdle price shall remain open for an additional fifty-nine (59) trading days after December 31, 2028. Except as otherwise specifically set forth herein, the time vesting conditions on death or disability of the Performance Options will be not less favorable to Executive than the terms and conditions of time vesting options granted to senior officers of the Company in August 2022. 2.4
Control Transaction. In the event it is later determined that a greater reduction in the Payments should have been made to implement the objective and intent of this Section, the excess amount shall be returned immediately by Executive to the Company.
Control Transaction. In the event that, at any time after June 30, 2005, the Acquiror proposes to sell, in a single transaction or series of related transactions, all of the then outstanding Equity Shares of the Company other than the Retained Shares, to any Person or Persons other than any Affiliate of the Acquiror (a "Control Transaction"), the Acquiror shall have the right to require the Seller to sell the Retained Shares in the Control Transaction upon the terms and conditions of this Section. In the event of a proposed Control Transaction, Acquiror shall give thirty days prior written notice to the Seller of the intended disposition and of the Acquiror's request that Seller sell the Retained Shares in the proposed Control Transaction (the "Transfer Notice"), which Transfer Notice shall set forth: (i) the identity and address of the intended transferee, (ii) the number and class of Equity Shares to be Transferred, (iii) the amount and type of consideration to be received in exchange for the Equity Shares, (iv) the intended manner of Transfer and (v) any other terms and conditions of the proposed Transfer, and shall include a copy of the Sale Document, if any exists at the time of giving the Transfer Notice. If no Sale Document exists at the time of giving the Transfer Notice, the Acquiror shall provide to the Seller a copy of any Sale Document immediately upon receipt thereof by the Acquiror. The Acquiror shall also promptly provide such further information with respect to such Control Transaction as is reasonably requested by the Seller.
Control Transaction. The first sentence of Section 9(a) of the Purchase Agreement shall be amended in its entirety as follows: To the extent not prohibited by a nondisclosure agreement, the Company shall promptly notify each Standstill Investor in the event that the Company enters into any bona fide discussions with any third party which the Company reasonably believes will result in a Control Transaction (as defined below). Notwithstanding the foregoing, the Company will provide notice to each Standstill Investor at least five calendar days prior to entering into a binding definitive agreement with respect to a Control Transaction, and will further notify each Standstill Investor after such discussions terminate.
Control Transaction. Purchaser seeks to make a direct investment in the equity of the Company in the form of convertible preferred stock, other senior securities of the Company or Common Stock whereby the Purchaser would acquire or have the right to acquire Common Stock representing more than fifty percent (50%) of the total outstanding Common Stock on a fully diluted basis (the “Control Transaction”). The final terms and conditions of the Control Transaction will be subject to execution and delivery of definitive documentation between the Company and the Purchaser.
Control Transaction. By RGF, RAC and Crown Bank in order to allow RGF to enter into an acquisition agreement or similar agreement with respect to a Control Transaction which has been received and considered by RGF and the Board of Directors of RGF in compliance with Section 5.05 hereof.
