Control Shareholder definition
Examples of Control Shareholder in a sentence
Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and each Control Shareholder (as defined in the Registration Statement) of the Company’s outstanding Ordinary Shares (or securities convertible or exercisable into Ordinary Shares) (collectively, the “Lock-Up Parties”).
Excluded Affiliate" means any affiliate of the Control Shareholder on the date of this Agreement which on the date of this Agreement was filing reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Exchange Act.
Control Shareholder" shall mean any Person, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, that, as of the date of this Agreement, is the Beneficial Owner directly or indirectly of securities of the Company representing 25% or more of the combined voting power of the Company's outstanding securities, and any affiliates thereof.
The Control Shareholder agrees that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that Sky shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.
It is understood and agreed that amounts reimbursed by Control Shareholder to Metropolitan pursuant to the Directive that are received after the Effective Date shall be held by Sky for the benefit of those persons who are Metropolitan shareholders as of the Election Deadline and shall be distributed by Sky to said shareholders as soon as reasonably practicable net of any reasonable expenses and taxes calculated at an assumed tax rate of thirty-four percent (34%) incurred by Sky.
The Control Shareholder has sole voting power with respect to his Control Shares.
Control Shareholder shall have purchased any of the remaining Artwork Collection at no less than aggregate book value (calculated in accordance with GAAP) as reflected on Schedule 3.01(b)(ii).
GLNC Control Shareholder shall have ten (10) days following receipt of such claim by GLNC Control Shareholder, in which to approve or disapprove the payment thereof.
Upon consummation of the purchase, the GLNC Control Shareholder agrees not to sell, assign or transfer any GLNC Control Shares, whether publicly or in a private transaction, other than under provisions set forth in Section 7.4, for a period of three (3) months following the Effective Date.
This Agreement has been duly and validly executed and delivered by the Control Shareholder and constitutes a legal, valid and binding obligation of the Control Shareholder, enforceable against the Control Shareholder in accordance with its terms.