Control Sale definition

Control Sale means a sale by any Shareholder or Shareholders to any Person or group of related Persons, in any transaction or series of related transactions, of (i) Shares aggregating at least 30% of all Shares then outstanding or (ii) Shares which, together with all other Shares theretofore sold to any such Person or group of Persons by Shareholders, would aggregate at least 30% of all Shares then outstanding. For purposes of this definition, Shares sold by any Person to whom any Shareholder has transferred Shares pursuant to Section 3(c) hereof shall be deemed to be Shares sold by such Shareholder.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Control Sale has the meaning set forth in Section 9.7.

Control Sale means (i) the sale of a majority of all outstanding Units to an Independent Third Party or (ii) a transaction for the sale of a majority of the Company's assets determined on a consolidated basis to an Independent Third Party, including a merger of the Company or other transaction in which greater than fifty percent (50%) of the capital stock of the Company or its successor Entity is owned directly or indirectly by a "person" or "group" (as such terms are defined in Section 13(d) of the Exchange Act of 1934) of Persons other than the Initial Members or their Permitted Transferees.

Examples of Control Sale in a sentence

• Upon a Change of Control Sale, the Corporation shall deliver or cause to be delivered to the Holder by wire transfer the purchase price payable upon the purchase by the Corporation of such Holder’s shares of Preferred Stock in accordance with this Section 8 substantially concurrently with the Change of Control Sale.

• To exercise a Change of Control Sale option, a Holder must, no later than 5:00 p.m., New York City time, on the date specified in the written notice referred to in Section 8(c)(i) by which such option must be exercised, notify the Corporation in writing of the number of shares of Preferred Stock as to which such Change of Control Sale option is being exercised.

• Subject to the payment of the purchase price for shares of Preferred Stock to be purchased pursuant to this Section 8 substantially concurrently with a Change of Control Sale, from and after the Change of Control Sale, the dividend, voting and other powers, designations, preferences and rights provided herein with respect to such repurchased shares of Preferred Stock shall cease.

• Once a Control Sale Notice has been delivered no Stockholder may enter into any agreement or arrangement to sell, transfer, pledge, encumber or otherwise dispose of such Stockholder's Shares until it receives notification that such Control Sale has been abandoned.

• The sale and purchase of the Insolvency Sale Assets, the Change of Control Sale Assets, the Change of Control Purchase Assets, the Material Breach Sale Assets and the Material Breach Purchase Assets shall be made on the terms set out in Clause 16 (Terms and consequences of transfers of Shares).

• All out-of-pocket costs and expenses incurred by the Tag Along Stockholders in connection with a Change of Control Sale described in this Section 2.2(a) shall be paid by the Tag Along Stockholders.

• If the Media Representative fails to give the Change of Control Notice within 365 days following expiration of the Quiet Period, then the Media Members shall be deemed to have waived the Polo Change of Control Sale.

• The Perseus Investors may exercise their rights under this Section 6 by delivering to the other Stockholders (excluding the Perseus Investors) a written notice (a "Control Sale Notice") describing in reasonable detail the terms of the Control Sale and notifying the other Stockholders that the Perseus Investors are exercising their rights under this Section 6.

• The Parent shall give the Agent at least 30 days prior notice of the date upon which a change of Control, Sale, or Listing is proposed to occur.

• Upon the receipt by the other Stockholders of a Control Sale Notice, all Stockholders shall be obligated to sell their Shares in the Control Sale on the same or financially equivalent terms as those applicable to the Perseus Investors, and shall cooperate with the Perseus Investors in consummating such sale.

More Definitions of Control Sale

Control Sale has the meaning set forth in Section 8.06(a). “Covered Business” has the meaning set forth in Section 8.10(b). 3 Note to Draft: Assumes MIP will be in the form of profits interests. Draft to be updated if the company will check the box to file as a corporation.

Control Sale means the proposed Transfer by a Member to a Bona Fide Purchaser, in one transaction or in a series of related transactions, of Membership Interests in the Company representing more than 50% of the voting power of the Company.