Let me see if I understand this situation.
Charles Cotropia, Joseph Cotropia, and Chandra, collectively, have more ENZC shares than Harry Z. But Harry Z is now claiming that he is in control of ENZC and that the Cotropias and Chandra are not in control. Harry Z's claim is false, and the Cotropias and Chandra may sue him for control of ENZC.
Is my understanding correct?
If Harry Z does take control of ENZC, would that constitute a change of control as described in the Enzolytics SAFE?
To refresh everyone's memory, the SAFE defines "change of control" as follows:
“change of control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting
securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or seriesof related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
