EFTA01382285Dataset 10
1p645w
…Affiliates)) ceases to own, in the aggregate, at least 35% of the then-outstanding shares of our common stock (the "35% Trigger Date"), advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors will be established; limits on who may call stockholder meetings; requirements on any stockholder (or group of stockholders acting in concert), other than, prior to the 35% Trigger Date, the Designated Controlling Stockholder, who seeks to…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382285.pdf
EFTA01382379Dataset 10
1p522w
…board of directors and, prior to the 50% Trigger Date, the Designated Controlling Stockholder, are expressly authorized to make, alter or repeal our bylaws and that our stockholders may only amend our bylaws after the 50% Trigger Date with the approval of at least two-thirds of the total voting power of the outstanding shares of our capital stock entitled to vote in any annual election of directors. Liquidation Rights In the event of our liquidation, dissolution or winding-up…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382379.pdf
EFTA01382382Dataset 10
1p745w
…not be subject to any anti- takeover effects of Section 203. Removal of Directors; Vacancies Our certificate of incorporation provides that, following the 50% Trigger Date, directors may be removed with or without cause upon the affirmative vote of holders of at least two-thirds of the total voting power of the outstanding shares of the capital stock of the company entitled to vote in any annual election of directors or class of directors, voting together as a single class…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382382.pdf
EFTA01382374Dataset 10
1p716w
…will have the following board representation rights: from the date on which Albertsons Companies, Inc. is no longer a controlled company under the applicable rules of the NYSE but prior to the 35% Trigger Date, Albertsons Investor shall have the right to designate to our board of directors a number of individuals equal to one director fewer than 50% of our board of directors at any time, and will (i) cause its directors appointed to the board of directors to…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382374.pdf
EFTA01382284Dataset 10
1p692w
…to own, in the aggregate, at least 50% of the then-outstanding shares of our common stock (the "50% Trigger Date"), the authorized number of our directors may be increased or decreased only by the affirmative vote of two-thirds of the then-outstanding shares of our common stock or by resolution of our board of directors; prior to the 50% Trigger Date, only our board of directors and the Designated Controlling Stockholder are expressly authorized to make, alter or…
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382284.pdf
EFTA00618203Dataset 9
2016-06-0663p37,674w
…Preference Shares); if there is a substantial probability that we or any successor company would become obligated to pay any additional amounts on the next succeeding dividend payment date as a result of a "change in tax law", or at any time within 90 days following the occurrence of a "capital redemption trigger date" on which we have reasonably determined a "capital disqualification event" has occurred, we will have the option to redeem the Series A Preference Shams, in the…
https://www.justice.gov/epstein/files/DataSet%209/EFTA00618203.pdf
EFTA01148239Dataset 9
2012-03-0510p4,237w
…that Seller wants to proceed with the sale to another party. Nevertheless, assuming that March 8, 2012 is a possible trigger date for a deemed breach by Purchaser, your remaining question was what liability could flow from this. Seller could argue that terminating the inspection before it began, particularly when Seller said it wanted a date certain to commence the inspection before Seller would sign the agreement, is a breach of the implied obligation of good faith and fair dealing…
https://www.justice.gov/epstein/files/DataSet%209/EFTA01148239.pdf