Change Of Control

Change Of Control. Any of the following events: (a) any Third Party (or group of Third Parties acting in concert) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the stock then outstanding of Party normally entitled to vote in elections of directors; (b) Party consolidates with or merges into another corporation or entity, or any corporation or entity consolidates with or merges into Party, in either event pursuant to a transaction in which more... than fifty percent (50%) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent (50%) of the outstanding shares of Party preceding such consolidation or merger; or (c) Purchaser conveys, transfers or leases all or substantially all of its assets to any Third Party; provided, however, that the following will not be a Change of Control, (i) a corporate reorganisation and/or transfer of shares in Purchaser into a new entity for the purpose of fundraising and/or for the purpose of an initial public offering or (ii) the direct or indirect reversal of Purchaser into an existing quoted entity for the purpose of listing of Purchaser's shares on a public market. View More

Change Of Control. (a) "Change of Control" shall mean: [(i) a merger of the Company with another entity, a consolidation involving the Company, or the sale of all or substantially all of the assets of Company to another entity if, in any such case, (1) the holders of equity securities of the Company immediately prior to such transaction or event do not beneficially own immediately after such transaction or event equity securities of the resulting entity entitled to 50% or more of the votes then eligible to be... cast in the election of directors generally (or comparable governing body) of the resulting entity in substantially the same proportions that they owned the equity securities of the Company immediately prior to such transaction or event or (2) the persons who were members of the Board immediately prior to such transaction or event shall not constitute at least a majority of the board of directors of the resulting entity immediately after such transaction or event; (ii) the dissolution or liquidation of the Company; (iii) when any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Exchange Act, other than an Excluded Person, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the combined voting power of the outstanding securities of the Company; or (iv) as a result of or in connection with a contested election of directors, the persons who were members of the Board immediately before such election shall cease to constitute a majority of the Board. 1 For purposes of the preceding sentence, (1) "resulting entity" in the context of a transaction or event that is a merger, consolidation or sale of all or substantially all assets shall mean the surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of common stock of the Company receive capital stock of such other entity in such transaction or event, in which event the resulting entity shall be such other entity, and (2) subsequent to the consummation of a merger or consolidation that does not constitute a Change of Control, the term "Company" shall refer to the resulting entity and the term "Board" shall refer to the board of directors (or comparable governing body) of the resulting entity.] View More

Change Of Control. Either (i) a merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, tender offer, exchange offer or other similar transaction as a result of which the persons that beneficially owned, directly or indirectly, the shares of the Company's voting stock immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of voting stock representing more than fifty percent (50%) of the total voting... power of all outstanding classes of voting stock of the Company or the continuing or surviving corporation if Company is not the continuing or surviving corporation in such transaction, or (ii) a sale of all or substantially all of the assets of Company. View More

Change Of Control. Means, with respect to a Party, a change in ownership or control of that Party effected through (1) the acquisition, directly or indirectly, by any entity or related group of entities, from existing shareholders of such Party of beneficial ownership of securities possessing more than 50% of the total combined voting power of the Party's outstanding securities that results in such entity or group of entities having effective control over the management and business affairs of such Party, or (2)... a merger or consolidation of such Party with another entity in which securities possessing more than 50% of the total combined voting power of the Party's outstanding securities issued and existing as of just before such transaction are transferred to an entity or entities different from the entities holding those securities immediately prior to such transaction, or (3) the sale, transfer or other disposition of all or substantially all of the Party's assets in complete liquidation or dissolution of the Party. A transaction intended to operate as a change of management of the Party, including a „reverse merger", shall be deemed a Change of Control. A financing transaction involving issuance of newly issued securities by a Party in exchange for cash (or other valuable consideration) paid to the Party shall not be a "Change of Control". View More

Change Of Control. The term 'Change of Control' shall mean the occurrence of any of the following: (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 '1934 Act') (other than (A) the Company or any subsidiary of the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, or (C) any company owned, directly or indirectly, by the shareholders of the Company in... substantially the same proportions as their ownership of stock of the Company), becoming the 'beneficial owner' (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, in one or more related transactions, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities; (ii) a merger or consolidation approved by the Company's stockholders (other than (A) 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) 50% or more of the combined voting power of voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person as such term is used in Sections 13(d) and 14(d) of the 1934 Act (other than the Company or subsidiary of the Company) acquires more than 50% of the combined voting power of the Company's then outstanding securities); (iii) the sale or other disposition of all or substantially all of the Company's assets; (iv) the issuance, in one or more related transactions, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities, in which any 'person' (as such term is used in Sections 13(d) and 14(d) of the 1934 Act) becomes a beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of at least 20% of the combined voting power of the Company's then outstanding securities, or (v) a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (a) have been Board members continuously since the beginning of such period or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time the Board approved such election or nomination. View More

Change Of Control. Of the Company shall be interpreted in a manner consistent with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder ("Section 409A") and is defined as: (i) any "person," including "persons acting as a group," as determined in accordance with Section 409A, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons acting as a group) securities of Company... representing 30% or more of the combined voting power of the Company's then outstanding securities; (ii) as a result of, or in connection with, any proxy contest, tender offer or exchange offer, merger or other business combination (a "Transaction"), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company or any successor to the Company; (iii) any person or persons acting as a group acquires ownership of the securities of the Company that, together with the securities held by that person or group, constitutes more than 50% of the total fair market value or total voting power of the securities of the Company; or (v) the Company transfers substantially all of its assets to another corporation which is not controlled by the Company. View More

Change Of Control. Without limitation, the same as it does in the Plan

Change Of Control. Or "CIC" means, without limitation, the same as it does in the Plan.

Change Of Control. A change of control of the Company pursuant to paragraph 7.2 hereof

Change Of Control. Means in one or a series of related transactions any of the following: (a) the acquisition (other than solely from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than the Company (or any entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities... Exchange Act of 1934 , as amended) of more than sixty-six and 2/3 percent (66.66%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"); (b) a reorganization, merger, consolidation, share exchange, recapitalization, business combination or similar combination involving the Company or its capital stock (a "Business Combination"), other than a Business Combination in which more than thirty-three and 1/3 percent (33.33%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; (c) a sale or other transfer (other than license) of all or substantially all of the Company's assets (measured by the value or earning power of the assets), including, without limitation, the sale by the Company of its rights under license agreements or similar agreements relating to its technology (including the sale of royalty payment amounts payable to the Company or its shareholders under such agreements); (d) the license or similar agreement by the Company to a third party or third parties, in one or more transactions, of all rights in and to the Company's technology and, as a result of such transactions, all or substantially all of the Company's activities consist of monitoring such arrangements and collecting fees and payments due thereunder; or (e) a complete liquidation or dissolution of the Company View More