Change In Control Definition Example with 4 Variations

This page contains an example definition of Change In Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization; or (ii) the sale, transfer or other disposition of all... or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Found in Zumiez Inc. contract

Variations

Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation consolidation, stock acquisition or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation consolidation, stock... acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. assets View More
Found in bioAffinity Technologies, Inc. contract
Change In Control. the occurrence of any of the following events: (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's then outstanding voting securities, except that the following shall be deemed not to be a Change in Control: (A) any change in the... beneficial ownership of the securities of the Company as a result of a transaction or series of related transactions undertaken primarily for capital-raising purposes and that is approved by the Board, or (B) a transaction the sole purpose of which is to change the state of the Company's incorporation or create a holding company that shall be owned in substantially the same proportions by the persons who owned the Company's securities immediately before such transaction; (ii) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if if, as a result of such merger, consolidation or reorganization, more than 50% fifty percent (50%) of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders stockholders of the Company immediately prior to such merger, consolidation or other reorganization; or (ii) the (iii) The consummation of a sale, transfer or other disposition of all or substantially all the assets of the Company's assets. A transaction shall not constitute a Change in Control if Company and its sole purpose is consolidated subsidiaries to change the state an entity of which more than fifty percent (50%) of the Company's incorporation or to create a holding company that will be combined voting power of its outstanding securities is owned in substantially the same proportions by the persons who held are not stockholders of the Company's securities immediately before Company at the effective time of such transaction. sale, transfer or disposition. View More
Found in ASP Isotopes Inc. contract
Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, entity, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders stockholders of the Company immediately prior to such merger, merger or consolidation own immediately after such merger or other... reorganization; consolidation 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Found in 4 Contracts from Vanda Pharmaceuticals Inc.
Change In Control. (i) the consummation of a merger or consolidation of the Company with or into another entity or any other stock acquisition or corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such merger, consolidation consolidation, stock acquisition or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation consolidation, stock... acquisition or other reorganization; or (ii) the sale, transfer or other disposition of all or substantially all of the Company's assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. View More
Found in bioAffinity Technologies, Inc. contract
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