Change of Control Transaction

Example Definitions of "Change of Control Transaction"
Change of Control Transaction. Means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual, legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act), other than SCO Capital Partners LLC and its Affiliates, of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation (other than by means of conversion or... exercise of the Series A Preferred Stock, the Series B Preferred Stock and the warrants issued together with the Series A Preferred Stock or the Series B Preferred Stock), or (ii) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation or the successor entity of such transaction, or (iii) the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a one year period of more than one-half of the members of the Corporation’s board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), or (v) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above. View More
Change of Control Transaction. Means the occurrence after the date hereof of any of (i) (a) an acquisition after the date hereof by an individual, individual or legal entity or “group” "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act), other than SCO Capital Partners LLC and its Affiliates, Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, Company, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation Company (other than by means of conversion or exercise of the Series A Preferred Stock, the Series B Preferred Stock Notes and the warrants Securities issued together with the Series A Preferred Stock or Notes), (b) the Series B Preferred Stock), or (ii) the Corporation Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation Company and, after giving effect to such transaction, the stockholders of the Corporation Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation Company or the successor entity of such transaction, or (iii) (c) the Corporation Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) (d) a replacement at one time or within a one year three-year period of more than one-half of the members of the Corporation’s board Board of directors Directors which is not approved by a majority of those individuals who are members of the board Board of directors Directors on the date hereof Original Issue Date (or by those individuals who are serving as members of the board Board of directors Directors on any date whose nomination to the board Board of directors Directors was approved by a majority of the members of the board Board of directors Directors who are members on the date hereof), or (v) (e) the execution by the Corporation Company of an agreement to which the Corporation Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) (a) through (iv) above. (d) above View More
Change of Control Transaction. Means the occurrence after the date hereof of any of (i) (a) an acquisition after the date hereof by an individual, individual or legal entity or “group” "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act), other than SCO Capital Partners LLC and its Affiliates, Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, Company, by contract or otherwise) of in excess of 50% 33% of the voting securities of the ... class="diff-color-red">Corporation Company (other than by means of conversion or exercise of the Series A Preferred Stock, the Series B Preferred Stock Debentures and the warrants Securities issued together with the Series A Preferred Stock or Debentures), (b) the Series B Preferred Stock), or (ii) the Corporation Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation Company and, after giving effect to such transaction, the stockholders of the Corporation Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Corporation Company or the successor entity of such transaction, or (iii) (c) the Corporation Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) (d) a replacement at one time or within a one three year period of more than one-half of the members of the Corporation’s board Board of directors Directors which is not approved by a majority of those individuals who are members of the board Board of directors Directors on the date hereof Original Issue Date (or by those individuals who are serving as members of the board Board of directors Directors on any date whose nomination to the board Board of directors Directors was approved by a majority of the members of the board Board of directors Directors who are members on the date hereof), or (v) (e) the execution by the Corporation Company of an agreement to which the Corporation Company is a party or by which it is bound, providing for any of the events set forth in clauses (i) (a) through (iv) (d) above. View More
Change of Control Transaction. Means the occurrence after the date hereof June 2, 2014 of any of (i) an acquisition after the date hereof by an individual, legal entity or “group” group (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act), other than SCO Capital Partners LLC and its Affiliates, Act) of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation (other than by... means of conversion or exercise of the Series A Preferred Stock, the Series B Preferred Stock and the warrants issued together with the Series A Preferred Stock or the Series B Preferred Stock), Corporation, or (ii) the Corporation merges into or consolidates with or enters into any share exchange or other business combination transaction with any other Person, or any Person merges into or consolidates with or enters into any share exchange or other business combination transaction with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 66% 50% of the aggregate voting power of the Corporation or the successor entity of such transaction, or (iii) the Corporation sells or transfers all or substantially all any substantial portion of its assets to another Person and the stockholders of the Corporation immediately prior to such transaction own less than 66% 50% of the aggregate voting power of the acquiring entity immediately after the transaction, or (iv) a replacement at one time or within a one year period of more than one-half of the members of the Corporation’s board of directors Board which is not approved by a majority of those individuals who are were members of the board of directors Board on the date hereof June 2, 2014 (or by those individuals who are serving as members of the board of directors Board on any date whose nomination to the board of directors Board was approved by a majority of the members of the board of directors Board who are were members on the date hereof), June 2, 2014), or (v) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (i) through (iv) above. herein. View More
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Change of Control Transaction. (i) a sale of all or substantially all of the assets of the Company or (ii) a merger, consolidation, business combination or recapitalization of the Company as a result of which the shareholders of the Company immediately prior to such merger, consolidation, business combination or recapitalization do not, immediately after such merger, consolidation or business combination, 'beneficially own' (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) shares representing... in the aggregate 50.1% or more of the combined voting power of the securities of the corporation or corporations or other entity or entities issuing cash or securities in the merger, consolidation, business combination or recapitalization. View More
Change of Control Transaction. 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 fifty percent (50%) or more of the total voting power represented by the Company's then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the... Company's assets; or (iii) the consummation of a merger or consolidation of t he Company or a subsidiary with another corporation or any other entity, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation View More
Change of Control Transaction. (A) the sale of NSI or (B) the sale or transfer of all or substantially all of the assets of NSI
Change of Control Transaction. Any of the transactions as described in subparagraphs (i), (ii) and (iii) of Section 1(f) hereof.
Change of Control Transaction. Means the consummation of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of in excess of 50% of the voting securities of the Company, (ii) 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 Board of Directors on the date hereof in one or a series of... related transactions or (iii) the merger of the Company with or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction, the holders of the Company's securities continue to hold at least 50% of such securities following such transaction. View More
Change of Control Transaction. Shall mean the consummation of a transaction, whether in a single transaction or in a series of related and substantially contemporaneous transactions, constituting (i) a merger, share exchange or other reorganization (Merger), (ii) the sale by one or more stockholders of a majority of the voting power of Savara (Stock Sale), or (iii) a sale of all or substantially all of the assets of Savara (or that portion of its assets related to the subject matter of this Agreement) (Asset Sale) in which... for (i), (ii), and (iii) above, the stockholders of Savara immediately prior to such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the case may be. For purposes of clarity, and notwithstanding anything to the contrary, a Change of Control Transaction shall not include any bona fide financing transaction for the benefit of Savara (i.e. in which Savara raises capital for general working or other business purposes) in which voting control of Savara transfers to one or more persons or entities who acquire shares of Savara capital stock from Savara in exchange for cash, the cancellation of indebtedness owed by Savara, or any combination thereof and the Savara shareholders receive no consideration in connection with the transaction. View More
Change of Control Transaction. Shall mean any (a) merger or consolidation of the Company with or into any other corporation or other entity, or any other reorganization of the Company, in which the holders of the Company's outstanding capital stock immediately prior to such transaction do not, immediately after such transaction, retain a majority of the voting power of the surviving entity or its parent in substantially the same relative proportions as immediately prior to the transaction; (b) sale of all or substantially... all of the assets of the Company; or (c) exclusive license of all or substantially all of the assets of the Company. View More
Change of Control Transaction. (i) a merger or consolidation of the Company with or into another entity (except any such merger or consolidation involving the Company in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation in excess of 50% by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned subsidiary of another... corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation) (but excluding a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), (ii) the sale of all or substantially all the assets of the Company (other than as provided for in Section 2(a)), or (iii) any reclassification of the Common Stock of the Company is effected View More
Change of Control Transaction. Either (a) the acquisition of the Company by another entity that is not an Affiliate of the Company by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) that results in the voting securities of the Company outstanding immediately prior thereto failing to represent immediately after such transaction or... series of transactions (either by remaining outstanding or by being converted into voting securities of the surviving entity or the entity that controls such surviving entity) a majority of the total voting power represented by the outstanding voting securities of the Company, such surviving entity or the entity that controls such surviving entity; or (b) a sale, lease or other conveyance of all or substantially all of the assets of the Company to another entity that is not an Affiliate of the Company View More
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