Change Of Control Definition Example with 57 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) the approval by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result 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) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such... surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. View More
Found in QUICKLOGIC CORPORATION contract

Variations

Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other corporation, or into another corporation other than a merger or consolidation in which would result in the voting securities holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by the voting securities... remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction. View More
Found in Opti-Harvest, Inc. contract
Change Of Control. will mean the occurrence of any of the following events: (i) Change in Ownership of the approval by stockholders Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group ("Person"), acquires ownership of a merger or consolidation the stock of the Company that, together with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately... prior thereto continuing to represent (either stock held by remaining outstanding or by being converted into voting securities of the surviving entity) such Person, constitutes more than fifty percent (50%) 50% of the total voting power represented by of the voting securities stock of the Company, except that any change in the ownership of the stock of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of a private financing of the Company that is approved by the Company's Board of Directors (the "Board") will not be considered a Change of Control; or (ii) Change in Effective Control of the Company. A change in the effective control of the Company which fewer than occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company as by the same Person will not be considered a Change of Control; or (iii) Change in Ownership of a Substantial Portion of the Company's Assets. A change in the ownership of a substantial portion of the Company's assets which occurs on the date hereof, that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or (B) persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For these purposes, persons will be considered to be acting as a group if they are elected, owners of a corporation that enters into a merger, consolidation, purchase or nominated for election, to the Board acquisition of stock, or similar business transaction with the affirmative votes Company. Notwithstanding the foregoing provisions of at least this definition, a majority transaction will not be deemed a Change of those directors whose election or nomination was not Control unless the transaction qualifies as a change in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to control event within the election meaning of directors of the Company. Section 409A. View More
Found in Cutera, Inc. contract
Change Of Control. shall mean the occurrence of any of the following events: (i) the approval by stockholders shareholders of the Company of a merger or consolidation of the Company with any other corporation, or of a subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in effective voting control over 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) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) consolidation;(ii) the approval by the stockholders shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) or(iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election who are either identified in (A) or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. identified as their successors elected under this clause (B). View More
Found in PIXELWORKS, INC contract
Change Of Control. means (i) the approval by stockholders of the Company of a merger sale, lease, conveyance or consolidation of the Company with any other corporation, other than a merger or consolidation which would result 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) more than fifty percent (50%) of the total voting power represented by the voting... securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) assets to any "person" (as such term is used in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) amended), entity or group of persons acting in concert; (ii) any "person" or group of persons (other than any member of the McClatchy/Maloney family or any entity or group controlled by one or more members of the McClatchy/Maloney family) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; (iii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result 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 controlling entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity (or its controlling entity) outstanding immediately after such merger or consolidation; (iv) a change contest for the election or removal of members of the Board that results in the composition removal from the Board of at least 50% of the incumbent members of the Board, or (v) the occurrence of a "Rule 13e-3 transaction" as a result such term is defined in Rule 13e-3 promulgated under the Securities Exchange Act of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company 1934, as of the date hereof, amended, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. similar successor rule View More
Found in MCCLATCHY CO contract
Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a merger Company's assets, or any merger, consolidation or other transaction of the Company with any other or into another corporation, entity or person, other than a merger or consolidation transaction in which would result in the voting securities holders of at least a majority of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction... continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) a majority of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction View More
Found in Actinium Pharmaceuticals, Inc. contract
Change Of Control. For purposes of this Agreement, "Change of Control" will mean the occurrence of any of the following events: (i) the approval The consummation by stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result 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) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (ii) the The approval by the stockholders of the Company Company, or if stockholder approval is not required, approval by the Board, of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iii) any Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) amended), other than Goldman Sachs and its related funds and entities, becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. securities. View More
Found in Limelight Networks, Inc. contract
Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other or into another corporation, other than (i) a merger effected solely for the purpose of changing the state of the Company's domicile; and (ii) a merger or consolidation in which would result in the voting securities holders of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) transaction, provided, that, if a Change of Control constitutes a payment event with respect to any award which provides for the approval by the stockholders deferral of compensation and is subject to Section 409A of the Company Code, such Change of Control must also constitute a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used "change in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, control event," as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, Treasury Regulation ยง 1.409A-3(i)(5) to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. extent required by Section 409A View More
Found in CALIX, INC contract
Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other or into another corporation, other than (i) a merger effected solely for the purpose of changing the state of the Company's domicile; and (ii) a merger or consolidation in which would result in the voting securities holders of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction View More
Found in CALIX, INC contract
Change Of Control. (i) the approval by stockholders a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other corporation, or into another corporation other than a merger or consolidation in which would result in the voting securities holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by the voting securities... remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction View More
Found in 3 Contracts from 3 Companies
Change Of Control. (i) the approval by stockholders means a sale of all or substantially all of the Company of a Company's assets, or any merger or consolidation of the Company with any other corporation, or into another corporation other than a merger or consolidation in which would result in the voting securities holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior thereto continuing to represent such transaction continue to hold (either by the voting securities... remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) 50% of the total voting power represented by the voting securities of the Company Company, or such surviving entity entity, outstanding immediately after such merger or consolidation; (ii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; (iii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. transaction View More
Found in Synacor, Inc. contract
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