Change Of Control. Means (a) a Person or "group" (within the meaning of Section 13(d) and 14(d) of the Exchange Act) (other than VHL and its Affiliates) acquiring or having beneficial ownership (it being understood that a tender of shares or other equity interests shall not be deemed acquired or giving beneficial ownership until such shares or other equity interests shall have been accepted for payment) of securities (or options to purchase securities) having more than 40% of the ordinary voting power of Virgin... America (including options to acquire such voting power), (b) any sale, transfer, lease, assignment, conveyance, exchange, mortgage or other disposition of all or substantially all of the assets, property or business of Virgin America and its Subsidiaries or (c) a majority of the members of the board of directors of Virgin America ceases to be composed of individuals (i) who are members of the board of directors on the date hereof, (ii) whose election or nomination to the board of directors of Virgin America was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the members of the board of directors of Virgin America (or, for purposes of this clause (ii), if such individuals referred to in clause (i) do not constitute a majority of the members of the board of directors of Virgin America at such time, then such individuals so elected or nominated with the unanimous approval of those individuals referred to in clause (i)), or (iii) whose election or nomination to the board of directors of Virgin America was approved by individuals referred to in clause (i) or (ii) above or this clause (iii) constituting at the time of such election or nomination at least a majority of the board of directors of Virgin America.View More
Change Of Control. At any time, any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act of 1934, as amended) other than 313 Acquisition LLC (a) shall have acquired beneficial ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the capital stock of Holdings or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Holdings
Change Of Control. ‘Change of Control' means the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any ‘person' (as such term is used in Section 13(d) of the Exchange Act); (ii) the adoption of a plan relating to the liquidation or dissolution of... the Issuer; or (iii) the consummation of any transaction (including, without limitation, any merger), the result of which is that any ‘person' (as defined above) becomes the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer measured by voting power rather than number of shares; provided, however, that the occurrence of a "Change of Control" shall not include the consequences of the closing of the transactions contemplated by the Merger Agreement. For the avoidance of any doubt, the Issuer shall not be obligated to comply with Section 4.14 in connection with the closing of the transactions contemplated by the Merger Agreement.View More
Change Of Control. Shall mean the closing of a transaction or series of related transactions that constitute a Liquidation Event, as defined in the Company's Certificate of Designations of the Series A Preferred Stock as in effect on the date hereof.
Change Of Control. (i) any Person (other than any direct or indirect wholly-owned subsidiary of the Company) becomes the 'beneficial owner' (as defined in Rule 13d-3 under the Act) of securities of the Company representing more than 50% of the combined voting power of the Company's then-outstanding securities, (ii) the Company is a party to a merger, consolidation sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such... transaction or event constitute less than a majority of the Board thereafter, or (iii) individuals who, at the date hereof, constitute the Board (the 'Continuing Directors') cease for any reason to constitute a majority thereof; provided, however, that any director who is not in office at the date hereof but whose election by the Board, or whose nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of directors then still in office who were directors at the date hereof or whose election or nomination for election was previously so approved shall be deemed to be a Continuing Director for purposes of this Agreement. Notwithstanding the foregoing provisions of this paragraph, a 'Change of Control' will not be deemed to have occurred solely because of the acquisition of the securities of the Company (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Company or its subsidiaries.View More
Change Of Control. The occurrence of any of the following events, whether in one or a series of related transactions: (a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of Health Revenue Assurance Holdings, Inc. by any Person or entity other than Great Point Partners LLC or any of its affiliates or funds managed by it or its affiliates (collectively, "GPP"), (b) the acquisition of all or substantially all of the assets of Health Revenue Assurance Holdings, Inc., or... (c) any merger or consolidation of Health Revenue Assurance Holdings, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in the case of a merger) are owned by GPP or Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then outstanding shares of common stock of Health Revenue Assurance Holdings, Inc., as the case may be. In determining whether the fifty percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person.View More
Change Of Control. Means the occurrence of any of the following events: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, in each case, unless 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, shares of capital stock that... represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting entity, or (2) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity; (ii) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation or otherwise), in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of (A) all or substantially all of the assets of the Company and its subsidiaries taken as a whole, or (B) one or more subsidiaries of the Company if all or substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, in each case except where such sale, lease, transfer, exclusive license or other disposition is to (1) a wholly owned subsidiary of the Company or (2) the Permitted Holders; (iii) the acquisition, in a single transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than the Permitted Holders, of (A) beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of the Corporation representing at least 50% of the combined voting power entitled to vote in the election of directors of the Company (including by means of the Company's issuance of its capital stock or securities convertible into its capital stock) or (B) the contractual right to designate or elect 50% or more of the members of the Board; (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new members of the Board whose election by such Board or whose nomination for election by the equityholders of the Company was approved by a vote of the majority of the members of the Board then still in office who were either members of the Board at the beginning of such period or whose election or nomination for election was previously so approved including new members of the Board designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of all or substantially all of the assets of the Company, if such agreement was approved by a vote of such majority of members of the Board) cease for any reason to constitute a majority of the Board then in office; or (v) the adoption by the holders of capital stock of the Company of any plan or proposal for the liquidation or dissolution of the Company by way of merger, consolidation or otherwise.View More
Change Of Control. At any time, any of the following: (i) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) (a) shall have acquired beneficial ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Borrower; (ii) during any period of... 24 consecutive months, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Borrower cease to be occupied by Persons who either (a) were members of the board of directors (or similar governing body) of Borrower on the first day of such period, or (b) were nominated for election by the board of directors (or similar governing body) of Borrower, a majority of whom were directors for the 24 month period prior to the applicable determination date, or whose election or nomination for election was previously approved by a majority of such directors (excluding, in the case of both clause (a) and clause (b), any individual whose nomination for, or assumption of office as, a member of that board (or similar governing body) occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); (iii) any merger, consolidation, reorganization, recapitalization, or other business combination involving Borrower in which the shareholders of Borrower immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation, reorganization, recapitalization or other business combination; or (iv) other than a Specified Transaction, Borrower shall cease to beneficially own and control 100%, on a fully diluted basis, of the economic and voting interest in the Capital Stock of Kythera Bermuda; or (iv) other than a Specified Transaction, the sale of all, or substantially all, of the assets of Borrower or Kythera Bermuda to a third party.View More
