Controlling Shareholders Clause Samples
The Controlling Shareholders clause defines the rights, responsibilities, and limitations of shareholders who possess a majority or controlling interest in a company. It typically outlines how these shareholders may influence major corporate decisions, such as mergers, acquisitions, or changes to the board of directors, and may impose obligations to protect minority shareholders from potential abuses of power. The core function of this clause is to ensure a balance of power within the company, preventing controlling shareholders from acting solely in their own interests at the expense of others, thereby promoting fairness and transparency in corporate governance.
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Controlling Shareholders. Each shareholder of Southern who may be an "affiliate" of Southern, within the meaning of Rule 145 of the general rules and regulations under the 1933 Act shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a "distribution" (within the meaning of Rule 145) of the Common Stock which he receives upon the Effective Date and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. The agreement will also provide that no affiliate of Southern will sell or otherwise reduce such affiliate's risk relative to any shares of BancGroup Common Stock received in the Merger until financial results concerning at least 30 days of post-Merger combined operations have been published. Southern recognizes and acknowledges that Common Stock issued to such persons may bear a legend evidencing the agreement described above.
Controlling Shareholders. (a) Each Controlling Shareholder has the capacity and financial capability to comply with and perform all of his covenants and obligations under each of the Transaction Documents to which it is or may become a party.
(b) Each Controlling Shareholder is, and at the Closing will be, the registered and beneficial owner and holder of the Purchased Shares set forth beside its name on Schedule 2.01, free and clear of any Liens. Each Controlling Shareholder has delivered to the Purchaser accurate and complete copies of the stock certificates evidencing the Purchased Shares owned by such Controlling Shareholder.
(c) Each Controlling Shareholder:
(i) has not, at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against him, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or a substantial portion of his assets, (D) admitted in writing its inability to pay his debts as they become due, (E) been convicted of, or pleaded guilty to, fraud or criminal dishonesty or (F) taken or been the subject of any action that may have an adverse effect on his ability to comply with or perform his respective covenants or obligations under any of the Transaction Documents; and
(ii) is not subject to any Order that may have an adverse effect on his ability to comply with or perform its covenants or obligations under any of the Transaction Documents.
(d) There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any Controlling Shareholder to comply with or perform his covenants or obligations under any of the Transaction Documents. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
(e) No consent, approval, authorization, order, registration or qualification of or by any Person is required in connection with the execution, delivery and performance by any Controlling Shareholder of this Agreement or the consummation of the Transactions contemplated hereby.
(f) To the Knowledge of the Company and the Controlling Shareholders, each of the Selling Shareholders is not a non-resident of Canada for purposes of the Tax Act and accordingly, Section 116 of the Tax Act has no application to the transactions contemplated herein, with the exception of Messrs. Dave Olson, Scott...
Controlling Shareholders. Acquired Corporation shall use its reasonable best efforts to cause each director, executive officer and other person who is an “affiliate” of Acquired Corporation (for purposes of Rule 145 under the 1▇▇▇ ▇▇▇) to deliver to Buyer as soon as practicable after the date hereof, but in no event after the date of the Acquired Corporation’s Stockholders Meeting, a written agreement (in form and substance as set forth on Exhibit 10.5 hereto), providing that such person will not sell, pledge, transfer or otherwise dispose of the shares of the shares of Buyer’s Common Stock to be received by such “affiliate” upon the Effective Date, except in compliance with the applicable provisions of the 1933 Act, SEC Rule 145(d) and other rules and regulations of the SEC as may be applicable. Acquired Corporation acknowledges that the certificates of Buyer’s Common Stock issued to such “affiliates” of Acquired Corporation will bear an appropriate legend reflecting the agreement described above.
Controlling Shareholders. Upon the closing of the transaction contemplated by this Subscription Agreement, control of the majority of the outstanding shares of capital stock of the Company will remain concentrated amongst very few individuals. As a result of the beneficial ownership of a majority of the outstanding capital stock with a majority of the voting rights, these individuals will be in a position to control the outcome of all matters requiring a vote of the Company’s shareholders, including the election of directors.
Controlling Shareholders. Controlling ------------------------ Shareholders" shall have the meaning set forth in the first preamble of this Agreement.
Controlling Shareholders. Each shareholder of Acquired Corporation who may be an “affiliate” of Acquired Corporation, within the meaning of Rule 145 of the general rules and regulations under the 1933 Act shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a “distribution” (within the meaning of Rule 145) of the Common Stock which he receives upon the Effective Date and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. Acquired Corporation recognizes and acknowledges that BancGroup Common Stock issued to such persons may bear a legend evidencing the agreement described above.
Controlling Shareholders. 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Controlling Shareholders. 1 Creditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controlling Shareholders. The Controlling Shareholders will agree to exclude the following number of Pubco Shares from the calculation of the portion of the Subco-RI Distribution Shares to which they would otherwise be entitled pursuant to the distribution of the Subco-RI Shares to the Pubco Shareholders:
Controlling Shareholders. Each outside director and each person listed on Schedule 6.2(e) hereof shall have executed and delivered an agreement satisfactory to BancGroup to the effect that such person shall not make a “distribution” (within the meaning of Rule 145) of the Common Stock which he receives at the Effective Time and that such Common Stock will be held subject to all applicable provisions of the 1933 Act and the rules and regulations of the SEC thereunder. Acquired Corporation recognizes and acknowledges that BancGroup Common Stock issued to such persons may bear a legend evidencing the agreement described above.