Change Of Control Definition Example with 10 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. (i) a sale of all or substantially all of the assets of the Company, (ii) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting... capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company.View More
Change Of Control. for purposes of this Plan (i) a sale of all or substantially all of the assets of the Company, SunPower Corp., (ii) any merger, consolidation, or other business combination transaction of the Company SunPower Corp. with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company SunPower Corp. outstanding immediately prior to such transaction continue to hold (either by such shares... remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company SunPower Corp. (or the respective surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, SunPower Corp., (iv) one or more contested elections of directors during a contested election period of directors, 36 consecutive months, as a result of which or in connection with which the persons who were directors before the first of such election elections or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. View More
Change Of Control. (i) means (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining... outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) Company or (4) a contested election of directors, Directors, as a result of which or in connection with which the persons who were directors Directors before such election or their nominees (the "Incumbent Directors") cease to constitute a majority of the Board, Board; provided however that if the election or (v) nomination for election by the Company's stockholders, of any new Director was approved by a dissolution or liquidation vote of at least 50% of the Company. Incumbent Directors, such new Director shall be considered as an Incumbent Director. View More
Change Of Control. (i) (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or... by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) or (4) a contested election of directors, Directors, as a result of which or in connection with which the persons who were directors Directors before such election or their nominees (the "Incumbent Directors") cease to constitute a majority of the Board, Board; provided however that if the election or (v) nomination for election by the Company's stockholders, of any new Director was approved by a dissolution or liquidation vote of at least 50% of the Company. Incumbent Directors, such new Director shall be considered as an Incumbent Director View More
Change Of Control. (i) (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or... by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) Company or (4) a contested election of directors, Directors, as a result of which or in connection with which the persons who were directors Directors before such election or their nominees (the "Incumbent Directors") cease to constitute a majority of the Board, Board; provided however that if the election or (v) nomination for election by the Company's stockholders, of any new Director was approved by a dissolution or liquidation vote of at least 50% of the Company. Incumbent Directors, such new Director shall be considered as an Incumbent Director View More
Change Of Control. (i) means (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining... outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. Company View More
Change Of Control. (i) For purposes of this Offer Letter, 'Change of Control' of the Company is defined as: (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior... to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority at least 50% of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. View More
Change Of Control. (i) (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or... by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of directors, as a result of which or Company (other than an equity financing in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of Company is the Board, or (v) a dissolution or liquidation of the Company. surviving corporation) View More
Change Of Control. (i) (1) a sale of all or substantially all of the Company's assets of the Company, (ii) or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their... being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) transaction; provided, however, that none of the direct following shall be considered a Change of Control: (a) a merger effected exclusively for the purpose of changing the domicile of the Company, (b) an equity financing in which the Company is the surviving corporation, or indirect acquisition (including by way (c) a transaction in which the stockholders of a tender the Company immediately prior to the transaction own 50% or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority more of the voting power of the then outstanding shares of capital stock of surviving corporation following the Company, (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. transaction View More
Change Of Control. (i) (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to before such transaction continue to hold (either by such shares remaining... outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) (3) the direct or indirect acquisition (including by way of a tender or exchange offer) offer, but not including an issuance by the Company primarily for financing purposes) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) Company or (4) a contested election of directors, Directors, as a result of which or in connection with which the persons who were directors Directors before such election or their nominees (the "Incumbent Directors") cease to constitute a majority of the Board, Board; provided however that if the election or (v) nomination for election by the Company's stockholders, of any new Director was approved by a dissolution or liquidation vote of at least 50% of the Company. Incumbent Directors, such new Director shall be considered as an Incumbent Director View More
Change Of Control. (i) (1) a sale of all or substantially all of the assets of the Company, (ii) Company's assets, or (2) any merger, consolidation, consolidation or other business combination transaction of the Company with or into another corporation, entity, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or... by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the respective surviving entity) outstanding immediately after such transaction, (iii) or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election Company. Notwithstanding the foregoing, the Company's acquisition of directors, as a result the outstanding shares of which or in connection with which the persons who were directors before such election or their nominees cease to Photon (and any and all related transactions) shall not constitute a majority Change of the Board, or (v) a dissolution or liquidation of the Company. Control under this Plan View More
