Sale of Control a. In the event that the holder of more than fifty percent (50%) of the outstanding shares of the Common Stock or more than fifty percent (50%) of the outstanding shares of the common stock of an Affiliate of the Corporation which owns a majority of the outstanding shares of the Common Stock (in either case, the "Majority Stockholder") shall seek to sell more than fifty percent (50%) of the outstanding shares of the Common Stock to a Person which is not an Affiliate of the Majority Stockholder (other than an underwriter in connection with an offering pursuant to a registration statement filed under the Act), the Executive shall be provided a written notice which specifies the identity of the proposed purchaser, the number of shares of the Common Stock proposed to be purchased and the consideration proposed to be paid by such purchaser for each share of the Common Stock (the "Sale of Control Notice"). The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence. The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed. In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer. For example, assume the proposed purchaser desires to purchase 450,000 shares of the Common Stock. On the date that the Sale of Control Notice is mailed, there are 500,000 shares of the Common Stock outstanding and the Executive owns 1,500 of such shares. The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.
Sale of Control. The term “Sale of Control” means, with respect to any Party to this Agreement or any Trussnet Subsidiary, the sale or transfer to any unaffiliated Person of all or substantially all of the securities or assets of such Party or Trussnet Subsidiary, whether by merger, consolidation, combination, asset sale, stock sale, tender offer or otherwise, in a transaction whereby the power to elect a majority of the board of directors of such Party or Trussnet Subsidiary shall be vested in such unaffiliated Person.
Sale of Control. In the event of a Sale of Control, as defined in the Stock Purchase Agreement, each share of Series A Preferred Shares shall automatically convert into shares of Class A Common Shares of the Company in accordance with this Description.
Sale of Control. In the event, and only in the event, that the aggregate number of Merger Shares owned of record and beneficially by PHMD or any PHMD Transferee shall represent not less fifteen (15%) percent of the DSKX Fully-Diluted Common Stock, entering into any commitment, for or consummating any Sale of Control of, either (i) DSKX and its consolidated Subsidiaries, or (ii) all of the Acquired Companies;
Sale of Control. If any person or group of persons (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) to whom Shares are proposed to be transferred (a "Proposed Transferee") would become a holder, directly or indirectly, of fifty percent (50%) or more of the outstanding Shares as the result of a transfer of common stock of the Company by any stockholder or stockholders (such acquiring person being referred to as a "Control Person"), no such purchase or transfer shall be made, closed, effected or recorded in the Company's books or records unless the Control Person or the person or group of persons who would become the owner of fifty percent (50%) or more of the Shares as a result of any transfer of Shares shall offer, in writing to each holder of Warrants, to purchase such Warrants from the holders of Warrants who desire to sell, at the same price (on an "as converted" basis), terms and conditions as such Control Person has offered to purchase the Shares to be sold by such selling stockholder or stockholders. Each holder of Warrants shall have twenty (20) days from the receipt of an executed copy of any offer in which to accept such offer.
Sale of Control. “Sale of Control” shall mean, as applicable: (a) as to any or all of the Subject Companies, the sale of all or substantially all of the assets or securities of any of the Subject Companies, whether by merger, consolidation, tender offer, sale of Holdings Common Stock or sale of assets, to any Person who is not an Affiliate of Holdings in a transaction or series of transactions whereby the power to elect the board of directors of any or all of the Subject Companies shall pass to such non-Affiliate Person or its Affiliates; or (b) as to Holdings, the sale of either (i) a majority of the then outstanding shares of voting Common Stock or voting capital stock of Holdings, or (ii) all or substantially all of the assets or securities of Holdings, whether by merger, consolidation, tender offer, sale of Holdings Common Stock or sale of assets, to any Person who is not an Affiliate of Holdings in a transaction or series of transactions whereby the power to elect the board of directors of Holdings shall pass to such non-Affiliate Person or its Affiliates.
Sale of Control. (i) If at any time one or more Member(s) (the “Selling Group Members”) holding the majority of voting units of the Company desires to sell or otherwise transfer fifty percent (50%) or more of the voting Units which they own in the Company to an Unrelated Third Party (a “Proposed Transferee”), said Member(s) shall require the Proposed Transferee to provide a bona fide written offer that specifies a price payable in cash, shares, ownership interests or other consideration for the Units and for specific terms and conditions of such transaction (a “Purchase Offer”), the Selling Group of Member(s) shall not sell any units to such Proposed Transferee unless the remaining Members are first given the right to participate in such sale on a pro rata basis (based on the relative ownership interests in the Company held by each Member) and at the same price per unit and otherwise upon the same terms and conditions as are applicable to all of the Selling Group Member(s).
Sale of Control. Each Shareholder agrees that it, acting alone or together with any other Shareholder, will not sell Shares to any person (or group) if, as a result of that sale and any other transactions, such person (or group) would become the beneficial owner, directly or indirectly, of Shares representing one third or more of the total issued share capital of or voting rights in the Company, unless such person (or group) agrees to offer to purchase all outstanding Shares from all Shareholders at such same price and on the same terms.
Sale of Control. The Shareholders shall not individually nor in concert sell any Stock to any third party in any manner so as to deliver voting control to said third party without providing in any such sale of Stock that all Shareholders will be offered the same price and terms for their Stock as being accepted by the selling Shareholder.
Sale of Control. 3.1.1 At any time prior to the consummation of the Corporation’s Qualified Public Offering, if the Stockholders holding a majority of the voting power of the outstanding Fully Diluted Capital Stock of the Corporation (the “Control Stockholders”) shall propose to sell to a third party that is not an Affiliate of the Corporation or any Stockholder (a “Sale of Control”) all or substantially all of their Covered Securities (provided that shares representing at least a majority of the voting power of the Corporation shall have been Transferred), at a purchase price per share not less than the Series B Threshold Amount or the Series C Threshold Amount, which consideration shall be at least 90% in cash or securities registered under the Securities Act and listed on a national exchange or on the Nasdaq National Market, then the Control Stockholders shall have the right (but not the obligation) to cause each Series B and C Preferred Stockholder to sell or cause to be sold the same proportionate part of the Covered Securities owned by such Series B and C Preferred Stockholder as are proposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) the same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by such Series B and C Preferred Stockholder and otherwise on the same terms and conditions obtained by such Control Stockholders in the Sale of Control.
