Acquisition of Control Clause Samples

Acquisition of Control. The terms of Appendix A to this Agreement shall be applicable in the event of an Acquisition of Control. For purposes of this Agreement, Acquisition of Control shall mean: (a) any person or group, without the approval of a majority of the incumbent directors, becoming the beneficial owner, (as defined by applicable Florida law) of, or acquiring the power to direct the exercise of voting power with respect to, directly or indirectly, securities which represent twenty percent (20%) or more of the combined voting power of the Company's outstanding securities thereafter, whether or not some portion of such securities was previously owned by such person or by any member of such group. (b) the election of three or more directors of the Company within any twelve-month period without the approval of a majority of the then-incumbent directors; or (c) the incumbent directors cease at any time to constitute a majority of the Board of Directors, whether of (i) the Company or (ii) after any cash tender offer or exchange offer, merger, consolidation or other business combination, recapitalization of the Company, sale, liquidation or dissolution (or adoption of a plan for liquidation or dissolution), or any combination of any or all of the foregoing transactions, including but not limited to a series of such transactions, any successor to the Company.

Acquisition of Control. Any acquisition of Control of any Obligor by any person.

Acquisition of Control. (a) In accordance with the Conversion Regulations, for a period of not less than five years (or such longer period as may be subsequently authorized under the Conversion Regulations) following the Effective Date, no Person or group of Persons Acting in Concert, other than the MHC, shall, directly or indirectly, offer to acquire or acquire the beneficial ownership of more than ten percent (10%) of any class of any equity security of the Company or the Bank without the prior consent of the Superintendent. (b) The Restated Organization Certificate of the Bank will contain a provision stipulating that, for a period of five years following the Effective Date, no Person or group of Persons Acting in Concert, except the Company (if a two-tier mutual holding company form of organization is utilized or the MHC of a single-tier mutual holding company form of organization is utilized), shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than ten percent (10%) of any class of an equity security of the Bank, without the prior written approval of the Superintendent. In addition, such Restated Organization Certificate may also provide that, for a period of five years following the Reorganization, shares beneficially owned in violation of the above-described Restated Organization Certificate provision shall not be entitled to vote and shall not be voted by any Person or counted as voting stock in connection with any matter submitted to shareholders for a vote. In addition, the Restated Organization Certificate will contain provisions providing that special meetings of the shareholders relating to changes in control or amendment of the Restated Organization Certificate may only be called by the Board of Directors and that shareholders shall not be permitted to cumulate their votes for the election of directors. (d) For the purposes of this Section 4.03: (i) The term "Person" includes an individual, a group Acting in Concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate, or any other group formed for the purpose of acquiring, holding or disposing of securities of an insured institution, and the term "Person" does not include the Company or any majority-owned subsidiary thereof, the MHC, or any majority-owned subsidiary thereof, or any Tax-Qualified Employee Stock Benefit Plan or any trust or custodial arrangement established in connection wit...

Acquisition of Control. (i) If an Acquisition of Control occurs (whether or not in the context of a Take-over Bid), the Issuer will, as soon as practicable after becoming aware thereof, fix the Control Record Date and give notice in accordance with § 14 of the Acquisition of Control, the Control Record Date and the adjusted Conversion Price determined in accordance with § 11(c)(i). (ii) If, during the Conversion Period, an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond during the relevant Acquisition of Control Conversion Period such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period, then the Conversion Price for purposes of § 8 will be the Conversion Price adjusted in accordance with § 11(c)(i). 3202808770

Acquisition of Control. Except as permitted pursuant to Section 8.1(a)(i), acquire the control of any Dart Company or any Dart Acquisition Company or directly or indirectly participate in or encourage the formation of any group seeking to acquire or affect control of Dart, Crown Books, Trak Auto or any Dart Acquisition Company.

Acquisition of Control. There has not been an acquisition of control of any Company for purposes of the Tax Act or any Analogous Provision.

Acquisition of Control. (i) If an Acquisition of Control occurs, the Issuer will, as soon as practicable after becoming aware thereof, give notice in accordance with § 14 of the Acquisition of Control, the Control Record Date and the adjusted Conversion Price determined in accordance with § 11(c). (ii) If an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond during the period from and including the date on which the Issuer gives notice in accordance with § 11(a)(i) of an Acquisition of Control to and including 4:00 p.m. (Frankfurt time) on the Control Record Date, then the Conversion Price for purposes of § 8 will be the Conversion Price adjusted in accordance with § 11(c). (iii) If the Issuer gives notice in accordance with § 11(a)(i) of the Acquisition of Control, each Bondholder may at its option on giving not less than 10 calendar days' notice prior to the Control Record Date declare all or some only of its Bonds not previously converted or redeemed due by giving notice in accordance with § 11(a)(iv) which notice will take effect on the Control Record Date. (iv) The relevant Bondholder must give the notice by delivering it in text form to the Principal Paying Agent in accordance with the rules and procedures of the Clearing System. The notice is irrevocable. The relevant Bondholder must provide evidence that he is the holder of the respective Bond(s) at the time of the notice and deliver to the Principal Paying Agent the Bond(s) for which the put right is being exercised by means of a certificate from its Custodian. If a Bondholder gives notice in accordance with this § 11(a)(iv), the Issuer must redeem the Bond(s) for which the put right is being exercised at their Principal Amount on the Control Record Date.

Acquisition of Control. Based on the generally accepted interpretation of the ITA as of the date hereof, during the period commencing January 1, 1994 and ending immediately prior to the date hereof, there has not been any “acquisition of control” of either Onco BC or Onco Alberta, as that term is used for purposes of the ITA. Notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) it is hereby acknowledged and agreed that this representation and warranty is not provided at the time of execution of this Agreement as contemplated in the introductory sentence and (ii) Onco US hereby covenants and agrees with Gamehost that it will provide this representation and warranty to Gamehost prior to the closing of the transaction contemplated by this Agreement which representation and warranty will then be governed by the provisions of section 5.2(a) as if it had been provided at the time of execution of this Agreement;

Acquisition of Control. Acquire direct or indirect ownership or control of voting shares or securities convertible into voting shares of, or any other interest in, any presently non-affiliated corporation, and newly-organized business entity, any joint venture or other entity, other than shares or interests acquired in the ordinary course of business in a fiduciary or custodial capacity or as a result of debts previously contracted.