Shareholder Control definition

Shareholder Control means the power effectively used to direct the corporate activities and guide the operation of the Company’s governing bodies, either directly or indirectly, in practice or by law. A person or group of persons will be presumed to have control if they are bound by a shareholders’ agreement or under common control holding shares that have granted them the absolute majority of votes of the shareholders who attended the last three Shareholders’ Meetings of the Company, regardless of whether they hold title to shares that grant them the absolute majority of the Company´s total voting shares; and
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Shareholder Control means any voting power or other rights that a Shareholder has under this Agreement or the Memorandum of Incorporation or is able to exercise by reason of its ownership of Shares;
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Examples of Shareholder Control in a sentence

  • Upon receipt of such notice, LS Power may notify the Company that no member of the LS Control Group or Shareholder Control Group has any further intention to pursue such Acquisition Opportunity for itself.

  • Each member of the LS Control Group and Shareholder Control Group shall not, to the fullest extent permitted by law, be deemed to have breached its or his fiduciary duties, if any, to the Company solely by reason of engaging in any such activity.

  • Subject to the provisions of this Agreement, to the fullest extent permitted by law, each member of the LS Control Group and Shareholder Control Group, as a stockholder of the Company, as a director or officer of the Company or as a participant in the control of the Company, shall not have, or be under, any fiduciary duty to refrain from engaging in or becoming involved with or participating in any such opportunity.

  • This Agreement is intended to be for the benefit of, and shall be enforceable by, any party hereto and, to the extent that such Person is granted any rights hereunder, any Controlled Affiliate of LS Power and any member of the Shareholder Control Group.

  • Any Shareholder obtaining actual knowledge of any member of the Shareholder Control Group acquiring Common Stock shall inform New Dynegy of such fact as soon as practicable.

  • In addition, the Shareholders intend that this Agreement constitute a Shareholder Control Agreement among them within the meaning of Minnesota Statutes, Section 302A.457.

  • The Company and the Shareholders hereby waive all rights under Sections 3 and 4 of the Third Shareholder Control and Voting Agreement dated January 1, 1998 (the "SHAREHOLDER CONTROL AND VOTING AGREEMENT") and all prior Shareholder Control and Voting Agreements with respect to the transactions to be consummated hereby.

  • During the Standstill Period, the Shareholders shall not, shall use their reasonable best efforts to cause members of the Shareholder Control Group to not, and shall cause Luminus to not, seek, directly or indirectly, to place representatives on the Board or seek the removal of, or addition of, any Director.

  • The Shareholders have provided New Dynegy, as of the date hereof, an accurate and complete list of all members of the Shareholder Control Group, all Permitted Transferees and all Persons holding equity interests in LS Power Development, LLC.

  • The Vendor (whether by exercise of its Shareholder Control or otherwise) shall cause the Company to do promptly all things which the Company is to do under or to give effect to this document.