Change of Control Transaction

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

Change of Control Transaction. A Business Combination in which less than 50% of the outstanding voting securities of the Successor Entity immediately following the closing of the Business Combination are beneficially held by those persons and entities in the same proportion as such persons and entities beneficially holding the voting securities of TriVascular or TV2 Holding immediately prior to such transaction.

Change of Control Transaction. Shall mean (i) a merger or consolidation in which (x) the Company is a constituent party or (y) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for... shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) 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; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. View More

Change of Control Transaction. Any of the following events: (i) the consummation by the Company of a merger, share exchange, reorganization, consolidation or similar transaction other than a transaction that would result in the Voting Stock of the Company outstanding immediately prior to such transaction continuing immediately thereafter to entitle the Company's Shareholder Body (either by remaining outstanding or by being converted into Voting Stock of the surviving or acquiring entity) to exercise or direct the exercise of... voting power sufficient, under ordinary circumstances, to elect a majority of the Company's (or the surviving or acquiring entity's) directors or equivalent persons or (ii) the consummation by the Company of a sale or disposition of all or substantially all of the Company's assets, other than a sale or disposition to an entity controlled by the Company or its Shareholder Body. For purposes of this definition: (x) one party shall be deemed to "control" another party if the first party owns, directly or indirectly, securities of the second party that entitle the first party to exercise or direct the exercise of voting power sufficient, under ordinary circumstances, to elect a majority of the second party's directors or equivalent persons; (y) the term "Voting Stock" means, with respect to an entity, all securities of any class or series of the entity with voting power in the election of its directors or equivalent persons and (z) the term "Shareholder Body" means the holders of the Company's Voting Stock immediately prior to any transaction in question View More

Change of Control Transaction. The meaning set forth in the definition of Change of Control.

Change of Control Transaction. Means a single transaction or series of related transactions with a third party (or group of third parties acting in concert, collectively) ("Buyer") resulting directly or indirectly in (a) the acquisition, merger, transfer, or assignment, by operation of law or otherwise, of Control of the business or assets of Airspan, (b) the sale, lease, transfer, or other disposition of Control of the business or assets of Airspan relating to this transaction, including any transaction transferring the... economic value of such assets to another entity (excluding the grant of security interests in connection with a banking or other loan facility taken by Airspan), (c) the sale of equity securities or rights to acquire equity securities of Airspan in an amount such that such entity would be Controlled by persons other than those holding Control prior to such transaction, and (d) any of the foregoing with respect to the business, equity securities (or rights to acquire equity securities), or assets of Airspan that are relating to or used in connection with the Products and services to be provided under this Agreement or any SOW. View More

Change of Control Transaction. The occurrence of (i) an acquisition by any person, including any syndicate or group deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of capital stock of the Company entitling that person to fifty percent (50%) or more of the total voting power of all capital stock of the... Company; (ii) the consolidation or merger of the Company with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties, business or assets, other than (in the case of this clause (ii) only) (1) any transaction (x) that does not result in any reclassification, conversion, exchange or cancellation of outstanding capital stock of the Company, and (y) pursuant to which holders of the Company's capital stock immediately prior to such transaction have the right to exercise, directly or indirectly, fifty percent (50%) or more of the total voting power of all ownership interests or capital stock of the continuing or surviving Person immediately after such transaction, or (2) any merger solely for the purpose of changing the Company's jurisdiction of formation and resulting in a reclassification, conversion or exchange of outstanding capital stock into ownership interests or capital stock of the surviving entity; or (iii) a replacement at one time or within a one year period of more than one-half of the members of the Company's Board of Directors which is not approved by a majority of those individuals who are members of the Company's Board of Directors on the Issuance Date (or by those individuals who are serving as members of the Company's Board of Directors on any date whose nomination to the Company's Board of Directors was approved by a majority of the members of the Company's Board of Directors who are members on the Issuance Date); provided that a change in the Company's Board of Directors that is in connection with an uplisting to a national market or exchange will not be considered a Change of Control Transaction hereunder. View More

Change of Control Transaction. 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 to a third party, (ii) the sale by one or more stockholders of a majority of the voting power of Armata, or (iii) a sale of all or substantially all of the assets of Armata (or that portion of its assets related to the subject matter of this Agreement); in each case, provided that the... stockholders of Armata 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. Notwithstanding the foregoing, a Change of Control Transaction shall not include a bona fide financing transaction for the benefit of Armata (i.e. in which Armata raises capital for general working, product development or business purposes) in which voting control of Armata transfers to one or more persons or entities who acquire shares of Armata, and the existing Armata shareholders receive no consideration directly in connection with the transaction. For greater certainty, the January 2020 announced equity financing or the exercise of warrants from the January 2020 financing with Innoviva, irrespective of when it Closes, shall not be considered a Change of Control Transaction for the purposes of this Agreement View More

Change of Control Transaction. The occurrence 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 Exchange Act) of in excess of 33% of the voting securities of the Maker, (ii) a replacement of more than one-half of the members of the Maker'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, (iii) the merger of... the Maker with or into another entity, the direct or indirect consolidation or sale of all or substantially all of the assets of the Maker in one or a series of related transactions, unless following such transaction, the holders of the Maker's securities continue to hold at least 66% of such securities following such transaction or (iv) the execution by the Maker of an agreement to which the Maker is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii) View More

Change of Control Transaction. Shall mean the first to occur of the following events: (i) Ownership Change through Company Stock Sale or Third Party Tender Offer: any "person" or "group" as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Act"), becomes a beneficial owner, as such term is used in Rule 13d-3 promulgated under the Act, of securities of the Company representing more than 50% of the combined voting power of the outstanding securities of the Company having the right... to vote in the election of directors. This is not intended to include equity financing transactions involving passive, non-strategic investors; or (ii) Merger Transaction: a merger or consolidation involving the Company or a wholly-owned subsidiary of the Company, other than a merger or consolidation in which the voting securities of the Company outstanding immediately prior to such transaction continue to represent (either by remaining outstanding or by conversion into voting securities of the surviving entity or the parent of such corporation) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (iii) Sale of Assets: the sale or disposition by the Company of all or substantially all of the Company's assets in a transaction requiring stockholder approval; provided that a Change of Control Transaction shall be interpreted in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences under Section 409A of the Code. View More