Control Share definition
Control Share means a common share encompassed by the Control Shares.
Control Share means shares of the Corporation that would have voting power that when added to all the other shares of the Corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as part of a group), to exercise or direct the exercise of the voting power of the Corporation in the election of directors within any of the following ranges of voting power: (a) one-fifth or more but less than a third of all voting power; (b) one-third or more but less than a majority of all voting power; or (c) a majority or more of all voting power.
Control Share means the one (1) share of Special 2020 Series A Preferred Stock of RNWF held by Seller, which carries voting rights equal to sixty percent (60%) of the total voting power of all outstanding voting securities of RNWF, voting together with the common stock as a single class on all matters.
Examples of Control Share in a sentence
Any transfer taxes, stamp duties, or similar governmental charges arising in connection with the sale of the Control Share shall be borne by Buyer.
Buyer has conducted its own independent investigation and due diligence regarding RNWF and the Control Share and is capable of evaluating the risks and merits of acquiring the Control Share.
The Control Share shall be delivered free and clear of all liens, pledges, restrictions, and other encumbrances, other than restrictions arising under applicable securities laws.
Except as expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, at law or in equity, in respect of RNWF or the Control Share.
Seller is the sole legal and beneficial owner of the Control Share, free and clear of all liens, encumbrances, pledges, restrictions, charges, or claims of any kind, other than restrictions under applicable securities laws.
More Definitions of Control Share
Control Share fair price", "affiliate transaction", "business combination" or other antitakeover laws and regulations of any state (collectively, "Takeover Laws") applicable to it, including, without limitation, the Commonwealth of Pennsylvania, and including, without limitation, Subchapters D (Section 2538), E, F, G, H, I and J of Chapter 25 of the PBCL.
Control Share with regard to securities of the Company or an Acquiring Corporation, means ownership of either (x) 50 percent or more of the total voting power of the then outstanding securities, or (y) 50 percent or more of the outstanding Common Stock. Percentage ownership shall be computed in accordance with Rule 13d-3 promulgated under the Exchange Act.
Control Share means those outstanding voting shares of an issuing corporation which an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person became an acquiring person. "Issuing corporation" means a corporation that is organized in Nevada, has 200 or more stockholders (at least 100 or whom are stockholders of record and residents of Nevada) and does business in Nevada directly or through an affiliated corporation. "Controlling interest" means the ownership of outstanding voting shares of an issuing corporation sufficient, but for the provisions of the Nevada Control Share Acquisition Statute, to enable the acquiring person, directly or indirectly and individually or in association with others, to exercise (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more of all the voting power of the issuing corporation in the election of directors.
Control Share or other state anti- takeover statute or regulation, (i) applies to the Merger, the Voting Agreements or the Option Agreement, (ii) prohibits or restricts the ability of Letchworth or any Letchworth Subsidiary to perform their respective obligations under this Reorganization Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Reorganization Agreement, any of the Voting Agreements, or the Option Agreement, or any provision hereof or thereof, or (iv) would subject Trustco or any Trustco Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Reorganization Agreement, any of the Voting Agreements or the Option Agreement.
Control Share or other state anti-takeover statute or regulation, (i) applies to the Merger or the Agreement, (ii) prohibits or restricts the ability of SHB or Sleepy Hollow Bank to perform their respective obligations under this Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Agreement or the Merger, hereof or thereof, or (iv) would subject TFC or any TFC Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Agreement or the Merger.
Control Share means those outstanding voting shares of an issuing
Control Share fair price", "affiliate transaction", "business combination" or other antitakeover laws and regulations of any state (collectively, "Takeover Laws"), including, without limitation, the Commonwealth of Pennsylvania, applicable to it. Seller has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of Seller's or its Subsidiaries' Articles of Incorporation or Bylaws concerning "business combination," "fair price," "voting requirement," "constituency requirement" or other related provisions (collectively, the "Takeover Provisions").