Transfer of Controlling Interest Clause Samples

Transfer of Controlling Interest. The Borrower shall: (a) ensure that the Promoters of The Borrower (as on the date of execution of this Agreement) at all times control the Borrower; and (b) not without the prior written consent of the Lender, permit any transfer of controlling interest in the Borrower.
View SourceView Similar (2)
Transfer of Controlling Interest. If Tenant is not a public company that is registered on a national stock exchange or that is required to register its stock with the Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, then any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof.
View SourceView Similar (2)
Transfer of Controlling Interest. The above prohibition -------------------------------- against assignment of this Lease and subletting of the Premises shall be construed to prohibit any change or series of changes in the controlling interest of Tenant, whether that change be effected by acquisition, merger, consolidation, change of controlling interest of stock or partnership interests or otherwise
View SourceView Similar (2)
Transfer of Controlling Interest. 5.1 The issue of the maximum number of the Conversion Shares to the Lender will result in a transfer of controlling interest in the Company to the Lender pursuant to Rule 803 of the Catalist Rules. Under the Catalist Rules, a controlling Shareholder is a person who directly or indirectly holds 15% or more of the nominal amount of all voting Shares in the Company, or a person who in fact exercises control over the Company. 5.2 Assuming that the Convertible Loan Facility is fully disbursed and the Loan and the maximum amount of interest accrued thereon (other than the Default Interest payable in cash) are fully converted into Conversion Shares, the maximum number of Conversion Shares that may be issued to the Lender, based on the minimum Conversion Price of S$0.02106 (after taking into account a 10% discount to the Initial Price, where the Price Difference is more than 10% of the Initial Price, but without any adjustments as a result of any Adjustment Event), will be 108,072,174 Conversion Shares. 5.3 The maximum number of Conversion Shares that may be issued to the Lender of 108,072,174 Conversion Shares represents approximately 39.18% of the existing issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company as at the date of this announcement and approximately 28.15% of the enlarged issued and paid-up share capital (excluding treasury shares and subsidiary holdings) of the Company following the issue of the maximum number of Conversion Shares to the Lender, assuming that there are no changes to the number of issued Shares of the Company before the completion of the Conversion.
View Source
Transfer of Controlling Interest. Any transfer of a controlling interest of the assets or capital stock of the Tenant shall be deemed an assignment requiring Landlord's prior approval, which shall not be unreasonably withheld, so long as (a) the use and SIC Code of the Premises by the successor is substantially the same as Tenant's use, (b) the successor is at least as financially sound as Tenant in Landlord's reasonable discretion, and the successor complies with the requirements of Section 15.01 (b) above.
View Source
Transfer of Controlling Interest. So long as Tenant is a privately held corporation (and except with respect to: (i) a sublease or assignment to a Permitted Assignee; or (ii) in connection with (a) an offering of securities made pursuant to exemption from registration under federal or state securities laws and rules; (b) an offering of securities registered in compliance with federal or state securities law; (c) entry into voting trust or similar covenants or agreements executed in connection with loan or other venture capital arrangements or as a result of the exercise of rights or remedies of the holders or beneficiaries of such securities, covenants or agreements)., any change in a majority of the voting rights or other controlling rights or interests of Tenant shall be deemed an assignment for the purposes hereof. If Tenant should become a public company, the shares of which are traded on a recognized stock exchange in the United States or automated quotation dealer system or that is required to register its stock with the United States Securities and Exchange Commission under Section 12(g) of the Securities and Exchange Act of 1934, this provision 10e shall no longer be effective.
View Source
Transfer of Controlling Interest. Any sale or transfer of any part of a legal entity with the result that Guarantor ceases to own the majority and/or controlling interest in Borrower; or
View Source
Transfer of Controlling Interest. 1.7.1 Subsequent to the completion of the Bonds Issue, the issue of the Call Option and the Placement (as defined below), and in the event that the Bonds are fully converted and the Call Option is fully exercised, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇’s and ▇▇ ▇▇▇ ▇▇▇ Yin’s shareholdings in the Company would increase from approximately 0% and 0.095% (deemed interest) respectively of the Company’s existing share capital of 168,000,000 shares to approximately 47.75% and 26.02% respectively of the enlarged issued share capital of the Company comprising 678,000,000 Shares on conversion of the Bonds, exercise of the Call Option and issue of the Placement Shares (assuming the Company does not otherwise issue any new Shares from the date of this announcement up to conversion of the Bonds, exercise of the Call Option and issue of the Placement Shares) (the “Enlarged Share Capital”). 1.7.2 Assuming that the Bonds are fully converted, the Call Option is fully exercised and the Placement (as defined below) is completed, the Substantial Shareholders of the Company would be as follows: Direct Interest Deemed Interest Total Interest Name of Shareholder No. of Shares %(1) No. of Shares %(1) No. of Shares %(1) Chan & Ong Holdings Pte Ltd(2) 85,500,000 12.61 - - 85,500,000 12.61 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇)(3) 20,981,359 3.09 96,488,896 14.23 117,470,255 17.33 ▇▇▇▇ ▇▇▇▇▇▇▇(3) 10,988,896 1.62 106,481,359 15.71 117,470,255 17.33 Shi Jiangang 323,750,000 47.75 - - 323,750,000 47.75 ▇▇▇ ▇▇▇ ▇▇▇(4) 166,250,000 24.52 10,159,000 1.50 176,409,000 26.02 (1) Calculated based on 678,000,000 Shares in the capital of the Company. (2) Mdm ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇) and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ have shareholding interests of 77% and 23% respectively in Chan & Ong Holdings Pte Ltd and accordingly are deemed to be interested in the 85,500,000 Shares held by ▇▇▇▇ & Ong Holdings Pte Ltd. (3) Mdm ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇) and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ are deemed to be interested in each other’s shareholdings as they are spouses. (4) ▇▇ ▇▇▇ ▇▇▇ Yin is deemed interested in 159,000 Shares held by his wife, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇, and 10,000,000 Shares that will be allotted to ▇▇ ▇▇▇ ▇▇▇ Har upon completion of the Placement (as defined below). 1.7.3 Specific shareholders’ approval will therefore be sought for the transfer of a controlling interest in the Company to each of the Subscribers, pursuant to Rule 803 of the Catalist Rules.
View Source

Related to Transfer of Controlling Interest

  • Transfer of Control Transfer of control shall take place at the AoR boundary, unless otherwise specified in paragraph E.3.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.