Controlling Shares definition
Examples of Controlling Shares in a sentence
The Controlling Shares to be issued pursuant to the provisions of this Agreement shall be duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof, shall be validly issued and outstanding, and nonassessable.
If, at the end of the 180-day period following the giving of the Drag-Along Notice, the Compellors shall not have completed the sale of all the Controlling Shares and the vested shares of Restricted Stock of Employee, then Employee shall have no obligation with respect to such Drag-Along Offer; provided that the provisions of this Paragraph 6 shall apply to any subsequent Drag-Along Offer.
Until surrendered in accordance with this Section 1.05, each Certificate (other than Certificates representing Controlling Shares) shall represent for all purposes only the right to receive the Merger Consideration in cash multiplied by the number of shares of Company Common stock evidenced by such Certificate without any interest thereon.
In the event that Purchaser does not acquire the Controlling Shares as contemplated under the terms of this Agreement for any reason other than RFG’s breach of any of its obligations hereunder, Purchaser shall not be entitled to the refund of any portion of the Deposit Amount.
Notwithstanding the foregoing, the Purchaser’s right to purchase the Controlling Shares will not expire in the event that (i) Purchaser delivers the Closing Notice to RFG, as set forth in Section 1(b) hereof, on or prior to the Expiration Date and (ii) the Closing is consummated within ten (10) days thereafter.