Change in Control Transaction Definition Example with 11 Variations

Change in Control Transaction. Shall mean will be deemed to exist if (i) there occurs any consolidation consolidation, merger or merger other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of... the voting stock, or corresponding voting equity interests, of the surviving corporation after such event (including, without limitation, any "GOING PRIVATE" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or Common Stock), (ii) any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), other than Safeguard Scientifics, Inc. or any successor thereto (collectively "SSI") and/or SSI's affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or immediately prior to such replacement, (iv) in one or a series of related transactions transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. basis or (v) the Company enters into an agreement providing for an event set forth in clause (i), (ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or reclassified into other securities, cash or property. View More

Change in Control Transaction. Shall shall mean (i) the occurrence of (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, 2 3 tender offer or similar transaction occurs; or (ii) transaction, (y) any... person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; power or (iv) (z) any sale, transfer, lease or other disposition whether in one or a series of related transactions there is a sale or transfer transactions, of all or substantially all of the assets of the Company, determined on a consolidated basis. Company's assets. View More

Change in Control Transaction. Shall mean will be deemed to exist if (i) there occurs any consolidation consolidation, merger or merger other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, 2 corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess any of such events the voting stockholders of the Company prior to such event cease to own 50% or more... of the voting stock, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any "going private" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or Common Stock), (ii) any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or immediately prior to such replacement, (iv) in one or a series of related transactions transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. basis, or (v) the Company enters into an agreement providing for an event set forth in (i), (ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or reclassified into other securities, cash or property. View More

Change in Control Transaction. Shall mean will be deemed to exist if (i) there occurs any consolidation consolidation, merger or merger other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of... the voting stock, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any "going private" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or Common Stock), (ii) any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or thereof, (iv) in one or a series of related transactions transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. basis, or (v) the execution by the Company of an agreement to which the Company is a party or by which it is bound providing for an event set forth in (i), (ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or reclassified into other securities, cash or property. View More

Change in Control Transaction. Shall mean will be deemed to exist if (i) there occurs any consolidation consolidation, merger or merger other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of... the voting stock, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any "GOING PRIVATE" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or Common Stock), (ii) any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), other than Safeguard Scientifics, Inc. or any successor thereto (collectively "SSI"), together with SSI's affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or immediately prior to such replacement, (iv) in one or a series of related transactions transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. basis, or (v) the Company enters into an agreement providing for an event set forth in clause (i), (ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or reclassified into other securities, cash or property. View More

Change in Control Transaction. Shall shall mean (i) the occurrence of (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; transaction, or (ii) (y) any person... (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), "EXCHANGE ACT")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns owning or is being deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard with beneficial ownership including the right to the 60-day exercise period) acquire beneficial ownership even if such right is not exercisable within 60 days) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or (iv) in one or a series of related transactions there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. power. View More

Change in Control Transaction. Shall shall mean (i) the occurrence of (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; transaction, or (ii) (y) any person... (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), "EXCHANGE ACT")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or (iv) in one or a series of related transactions there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. power. View More

Change in Control Transaction. Shall The term "CHANGE IN CONTROL TRANSACTION" shall mean (i) the occurrence of any of the following after the Closing Date, (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger,... consolidation, tender offer or similar transaction occurs; transaction, or (ii) (y) any person (as defined in Section 13(d) of the Securities 2 Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or (iv) in one or a series of related transactions there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. power. View More

Change in Control Transaction. Shall mean will be deemed to exist if (i) there occurs any consolidation consolidation, merger or merger other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of... the voting stock, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any "going private" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or Common Stock), (ii) any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; thereof, or (iv) in one or a series of related transactions transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. basis, or (v) the execution by the Company of an agreement to which the Company is a party or which it is bound providing for an event set forth in (i), (ii), (iii) or (iv) above, pursuant to which the Common Stock is converted or reclassified into other securities, cash or property. View More

Change in Control Transaction. Shall shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation) occurs, or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction occurs; or (ii) any person (as defined in Section 13(d) of the Securities... Exchange Act of 1934, as amended (the "Exchange Act")), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power; (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof; or (iv) in one or a series of related transactions there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis. View More