Change Of Control Definition Example with 5 Variations

This page contains an example definition of Change Of Control, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Change Of Control. (X) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's jurisdiction of incorporation),... unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity or (Y) a sale of all or substantially all of the assets of the Company. View More
Found in Upland Software, Inc. contract

Variations

Change Of Control. (X) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, transactions, including, without limitation, any stock purchase transaction, merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding (i) any transaction effected primarily solely for the... purpose of changing the Company's jurisdiction of incorporation), incorporation and (ii) the sale by the Company of shares of its capital stock to investors in bona fide equity financing transactions or in an IPO (as defined below), unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the surviving or acquiring entity or its direct or indirect parent entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity or (Y) and (y) a sale of all or substantially all of the assets of the Company. Company in a single transaction or series of related transactions. The Company shall provide notice to the Holder at least ten (10) days prior to the closing of a Change of Control. View More
Found in Savara Inc contract
Change Of Control. (X) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization reorganization) in which outstanding shares of the Company are exchanged for or converted into securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's... jurisdiction of incorporation), affiliate, unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions transactions, hold at least a majority of the voting power of the surviving or acquiring entity on account of shares held by them prior to such transaction or series of related transactions, or (Y) a sale sale, lease or other disposition of all or substantially all of the assets of the Company. View More
Found in 2 Contracts from SOLENO THERAPEUTICS INC
Change Of Control. (X) means, unless otherwise determined in writing by the holders of at least two-thirds (2/3) of the Company's Preferred Stock then outstanding: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization reorganization) in which outstanding shares of the Company are exchanged for or converted into securities or other consideration issued, or caused to... be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's jurisdiction of incorporation), affiliate, unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions transactions, hold at least a majority of the voting power of the surviving or acquiring entity on account of shares held by them prior to such transaction or (Y) series of related transactions; or (ii) a sale sale, lease or other disposition of all or substantially all of the assets of the Company. View More
Found in SOLENO THERAPEUTICS INC contract
Change Of Control. (X) (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's jurisdiction of... incorporation), unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity entity, except that any change in the ownership of the stock of the Company as a result of a financing by the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or (Y) (B) a sale sale, lease, transfer or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. View More
Found in 2 Contracts from Sunworks, Inc.
Change Of Control. (X) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company's jurisdiction state of... incorporation), unless the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions transactions, hold at least a majority thirty-five (35%) of the voting power of the surviving or acquiring entity entity, or (Y) (ii) a sale of all or substantially all of the assets of the Company. "Change of Control" shall not include a Change of Control resulting directly or indirectly from the sale of Common Stock to the public pursuant to a registration statement under the Securities Act. View More
Found in RACKSPACE HOSTING, INC. contract
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