Successor Permitted Owner. Any Person in which 80% or more of the beneficial equity interests are owned by Joseph Beninati, Rhonda Beninati, the children or descendants of Joseph Beninati and/or Rhonda Beninati, and/or any trust for the primary benefit of Joseph Beninati, Rhonda Beninati and/or their children and/or descendants; provided that all of the voting rights as well as all of the rights to manage and make decisions on behalf of such Person are solely held and shall continue to be solely held by Joseph Beninati
... so long as he is alive, unless otherwise approved in writing by all the Preferred Shareholders other than Persistence or a Successor Permitted Owner. -4- "Termination Event": Any of the following: (i) the sale of all or substantially all of the assets of the Corporation; (ii) the merger or consolidation of the Corporation as a result of which the Shareholders shall own less than a majority of the outstanding voting capital stock of the surviving Corporation; (iii) the dissolution or liquidation of the Corporation; or (iv) upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act, as amended, covering the offer and sale of Common Stock for the account of the Corporation. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Investment Agreement identified in clause (a) of the definition of "Investment Agreements" above.
View More
