Change Of Control

Change Of Control. Shall mean, with respect to Reseller, any transaction or series of related transactions that constitute: (i) any merger, consolidation, share exchange, recapitalization, business combination or other transaction to which Reseller is subject resulting in the exchange of the outstanding shares of Reseller for securities or consideration issued, or caused to be issued, by the acquiring entity; (ii) an acquiring entity obtaining beneficial ownership of fifty percent (50%) or more of the outstanding... voting securities (or comparable ownership interest) of Reseller; or (iii) any other sale of all or substantially all of its business or assets; .unless in such cases the stockholders of Reseller as of the date prior to the closing date of such transaction or series of related transactions hold more than fifty percent (50%) of the voting control in the surviving or acquiring entity in such transaction or its parent outstanding immediately after the closing of such transaction or series of transactions. For clarity, a group of entities acting in concert to achieve any of the foregoing shall be considered an acquiring entity. View More

Change Of Control. With respect Transcosmos, any transaction or series of related transactions that constitute: (i) any merger, consolidation, share exchange, recapitalization, business combination or other transaction to which Transcosmos is subject resulting in the exchange of the outstanding shares of Transcosmos for securities or consideration issued, or caused to be issued, by the acquiring entity; or (ii) an acquiring entity obtaining beneficial ownership of fifty percent (50%) or more of the outstanding... voting securities (or comparable ownership interest) of Transcosmos; unless in such cases the stockholders of Transcosmos as of the date prior to the closing date of such transaction or series of related transactions hold more than fifty percent (50%) of the voting control in the surviving entity in such transaction or its parent outstanding immediately after the closing of such transaction or series of transactions. For clarity, a group of entities acting in concert to achieve any of the foregoing shall be considered an acquiring entity. View More

Change Of Control. (a) any Sale Transaction if immediately after giving effect to such Sale Transaction the Investors no longer hold, directly or indirectly, at least 80% of the Investor Shares held by the Investors immediately prior to the Sale Transaction or (b) any Sale Transaction if the Company or one of its Affiliates terminates the Participant's Employment without cause or the Participant terminates his Employment with Good Reason, in either case, within 12 months following the date of such Sale... Transaction. View More

Change Of Control. Means any Sale Transaction if immediately after giving effect to such Sale Transaction the Investors no longer hold, directly or indirectly, at least 80% of the Investor Shares held by the Investors immediately prior to the Sale Transaction.

Change Of Control. In respect of an entity shall mean (A) a merger or reorganization transaction of the entity, where the stockholders or shareholders of the entity immediately prior to the transaction do not hold immediately after the transaction, directly or indirectly, shares of capital stock of the entity surviving the transaction that represent a majority of the voting power of all the capital stock of such surviving entity, and (B) where a person (who at the date of this Agreement is not an affiliate of the... entity) acquires beneficial ownership of shares of capital stock of the entity that represent greater than 50% of the voting power of all capital stock of such entity party immediately following such acquisition View More

Change Of Control. Shall mean a transaction or a series of related transactions involving (i) a sale, transfer or other disposition of all or substantially all of the Company's assets, (ii) the consummation of a merger or consolidation of the Company or (iii) a sale or exchange of capital stock of the Company, in any case as a result of which the stockholders of the Company immediately prior to such transaction or series of related transactions own, in the aggregate, less than a majority of the outstanding voting... capital stock or equity interests of the surviving, resulting or transferee entity. View More

Change Of Control. A change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act whether or not the Company in fact is required to comply with Regulation 14A. Notwithstanding the foregoing, a Change of Control shall be deemed to have occurred if: (1) any "person" (as used in Section 13(d) of the Exchange Act) becomes the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or... indirectly, of equity securities of the Company representing fifty and one-tenth percent (50.1%) or more of the combined voting power of the Company's then outstanding equity securities; or (2) the Company shall reorganize or merge with or consolidate into any other entity, other than a reorganization, merger, or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing less than fifty percent (50.0%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such reorganization, merger, or consolidation; or (3) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition of all or substantially all of the Company's assets. For purposes of the definition of Change of Control, a person has "control" over another person if that first person has the power, directly or indirectly, to direct the management and policies of that other person. However, notwithstanding the foregoing, no Change of Control shall be deemed to occur under this Agreement unless the Change of Control results in proceeds to the Company and/or its stockholders in an aggregate amount such that the implied enterprise value of the Company is at least equal to the product of (i) the number of issued and outstanding shares of the Company's common stock as of the end of the Company's fiscal quarter immediately preceding the initial announcement of the Change of Control multiplied by (ii) the average closing price of the Company's common stock for the last thirty (30) trading days in the Company's fiscal quarter immediately preceding the initial announcement of the Change of Control. View More

Change Of Control. Means (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities of Cepheid under an employee benefit plan of Cepheid, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Cepheid representing 50% or more of (A) the outstanding shares of common stock of Cepheid or (B) the... combined voting power of Cepheid's then outstanding securities; (ii) Cepheid is party to a merger or consolidation which results in the voting securities of Cepheid outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least 50% percent of the combined voting power of the voting securities of Cepheid or such surviving or other entity outstanding immediately after such merger or consolidation; (iii) the sale or disposition of all or substantially all of Cepheid's assets (or consummation of any transaction having similar effect); (iv) the dissolution or liquidation of Cepheid; or (v) individuals who, as of the Effective Date, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of Cepheid subsequent to the Effective Date, whose election, or nomination for election by Cepheid shareholders, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board. View More

Change Of Control. Any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the General Partner's assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the General Partner, EEP or an affiliate of EEP; (ii) the dissolution or liquidation of the General Partner (other than in connection with a consolidation or... merger provided for in sub-clause (b) of the next-following clause (iii)); (iii) the consolidation or merger of the General Partner with or into another Person pursuant to a transaction in which the outstanding membership interests of the General Partner are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding membership interests of the General Partner are changed into or exchanged for Voting Securities of the surviving corporation or its parent and (b) Lender or any of its affiliates continues to own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving corporation or its parent immediately after such transaction; and (iv) other than Lender and its affiliates, a "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding membership interests of the General Partner having voting power to control the General Partner, except in a merger or consolidation which would not constitute a Change of Control under clause (iii) above. View More

Change Of Control. Means: (a) The sale of all or substantially all of the assets of the Company to any Person (or group of Persons acting in concert) in one or more series of related transactions; (b) any Person, other than the Apax Holders, Beneficially Owns more than fifty percent (50%) of the total voting power of the Voting Stock; provided, however, that a transaction in which the Company becomes a wholly owned Subsidiary of another Person (other than a Person that is an individual) shall not constitute a... Change of Control if: (i) the stockholders of the Company immediately prior to such transaction Beneficially Own more than fifty percent (50%) of the voting power of the outstanding voting stock of such Person immediately following the consummation of such transaction; and (ii) immediately following the consummation of such transaction, no Person, other than such other Person of which the Company is a wholly owned Subsidiary or Apax Holders, Beneficially Owns more than fifty percent (50%) of the voting power of the Voting Stock; or (c) individuals who on the date of the consummation of the IPO constituted the Board, together with any new directors whose election by the Board or whose nomination for election by the stockholders of the Company was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board then in office. View More