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...
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Found in
Juno Therapeutics, Inc. contract
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...
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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...
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Found in
ORTHOPEDIATRICS CORP contract
Change of Control Transaction. The meaning set forth in the definition of Change of Control.
Found in
Retail Value Inc. contract
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...
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Found in
Gogo Inc. contract
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...
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theMaven, Inc. contract
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...
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Found in
AmpliPhi Biosciences Corp contract
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...
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INVO Bioscience, Inc. contract
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...
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Found in
NeuroMetrix, Inc. contract