Change Of Control

Example Definitions of "Change Of Control"
Change Of Control. Means, with respect to a Party to which this Agreement relates, (a) a merger, reorganization, consolidation or other transaction involving such Party and any entity that is not an Affiliate of such Party as of the Effective Date, which results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger, reorganization, consolidation or other... transaction, or (b) any entity that is not an Affiliate of such Party as of the Effective Date becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) any entity that is not an Affiliate of such Party as of the Effective Date acquiring the power (whether through ownership interest, contractual right, or otherwise, including the result of any government action) to direct or cause the direction of the management and policies of such Party. View More Arrow
Change Of Control. Means: (a) the consummation of the acquisition of the Company by another entity or merger or consolidation of the Company with or into another entity by means of any transaction or series of related transactions (except a transaction or series of transactions in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity); or (b) the... consummation of a sale, other transfer, or exclusive license that constitutes the effective disposition of all or substantially all of the assets of the Company, including a sale or other transfer of all or substantially all of the assets of the Company's subsidiaries, if such assets constitute substantially all of the assets of the Company and such subsidiaries taken as a whole, provided, that, for clarity, a license that is exclusive as to a particular territory or market shall not be a Change of Control unless such license otherwise constitutes an effective disposition of all or substantially all of the assets of the Company. View More Arrow
Change Of Control. Of METUCHEN means: (a) a merger, reorganization or consolidation of METUCHEN with a Third Party which results in the voting securities of METUCHEN outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger, reorganization or consolidation; (b) a Third Party becoming the beneficial owner of fifty percent (50%) or more of the combined voting power of the outstanding securities of... METUCHEN; or (c) the sale or other transfer of all or substantially all of METUCHEN's business or assets. View More Arrow
Change Of Control. Shall have the meaning set forth in Section 2(i) of the Parent's 2014 Share Plan as of the Effective Date and shall refer to a Change of Control transaction occurring after the Effective Date.
Change Of Control. Has the meaning set forth in the Operating Agreement.
Change Of Control. Any (i) merger, demerger, consolidation or other business combination of the Company (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of the Company's consolidated assets at that time) or any successor or other entity owning or holding substantially all the consolidated assets of the Company and its Subsidiaries that results in the holders of Shares immediately before the consummation of such transaction, or a series of related transactions, holding,... directly or indirectly, less than fifty percent (50%) of the ordinary voting power of the Company (or such Subsidiary or Subsidiaries) or any successor entity owning or holding substantially all the consolidated assets of the Company and its Subsidiaries or the surviving entity thereof, as applicable, immediately following the consummation of such transaction or series of related transactions, (ii) Transfer, in one or a series of related transactions, of securities representing more than fifty percent (50%) of the ordinary voting power of the Company (or such Subsidiary or Subsidiaries) or any successor owning or holding substantially all the consolidated assets of the Company and its Subsidiaries to a Person or group of related Persons (other than funds affiliated with Advent and their respective affiliates), or (iii) sale or other disposition in one or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries. For the avoidance of doubt, an IPO shall not be deemed to be a Change of Control View More Arrow
Change Of Control. Transaction shall be deemed to have taken place if (i) any person is or becomes a beneficial owner, directly or indirectly, of securities of Wrap representing more than fifty percent (50%) of the equity interests and voting power of Wrap's then-outstanding equity securities or (ii) Wrap enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction Wrap's stockholders retain less than fifty percent (50%) of the equity interests and voting power of the... surviving entity's then-outstanding equity securities View More Arrow
Change Of Control. Means the Duncan Interests shall cease, directly or indirectly, to control the General Partner (including for purposes of clarification, and without limitation, by control that may be deemed to exist based on (i) the facts that cause the Duncan Interests' deemed control of the General Partner to exist as of the date of this Award Agreement (which existing control you hereby acknowledge and agree to by acceptance of this grant) or (ii) the Duncan Interests' direct or indirect power to exercise a... controlling influence over either the management or policies of the General Partner (as control and power are construed and used under rules and regulations promulgated by the SEC, including any presumptions used thereunder relating to control). View More Arrow
Change Of Control. (i) A Change of Control shall mean: (1) any person including a group, but excluding any stockholder of the Company or Holdings who immediately prior to the Public Offering beneficially owned 12% or more of the Company's or Holdings' outstanding shares, becomes the beneficial owner of shares of more than 50% of the total number of votes that may be cast for the election of directors of the Company or Holdings, as applicable; (2) during any period of... twelve consecutive months, beginning immediately after the effective date of the Public Offering, any person including a group, other than you or any group of which you are a party, increases their beneficial ownership of voting securities of the Company or Holdings by a number of voting securities of the Company or Holdings equal to at least 33% of the total number of votes that may be cast for the election of directors of the Company or Holdings, as applicable; (3) during any period of twelve consecutive months, the individuals who served on the Board of Directors of the Company as of February 18, 2021 (the "Incumbent Directors") or who served on the Board of Directors of Holdings (the "Holdings Board") as of February 18, 2021 (the "Holdings Incumbent Directors") cease for any reason to constitute at least a majority of the Board of Directors of the Company or the Holdings Board, as applicable; provided, however, that any person who becomes a director subsequent to February 18, 2021, whose election or nomination for election was approved by a vote of at least a majority of the directors then constituting the Incumbent Directors or the Holdings Incumbent Directors, as applicable, shall for purposes of this clause (3) be considered an Incumbent Director or a Holdings Incumbent Director, as applicable; (4) the consummation of a merger or consolidation of the Company or Holdings in which the stockholders of the Company or Holdings, as applicable, immediately prior to such merger or consolidation, would not, immediately after such merger or consolidation, beneficially own, directly or indirectly, shares representing in the aggregate at least 50% of the combined voting power of the voting securities of the corporation issuing cash or securities in the merger or consolidation (or of its ultimate parent corporation, if any); or (5) during any period of twelve consecutive months, the Company or Holdings sells or otherwise disposes of all or substantially all of such entity's assets (on a consolidated basis), other than a sale or disposition by the Company or Holdings of all or substantially all of such entity's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportion as their ownership of the Company or Holdings, as applicable, immediately prior to such sale or disposition. (ii) For purposes of this Section 3(a), (A) the terms "person," "group," "beneficial owner," and "beneficially own" have the meanings set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (B) the term "Public Offering" shall mean the public offering of shares of common stock of Holdings in 2009, and (C) the term "voting securities" shall mean securities, the holders of which are ordinarily, in the absence of contingencies, entitled to elect the corporate directors (or persons performing similar functions). View More Arrow
Change Of Control. (i) a consolidation or merger involving the Company if the holders of the voting securities of the Company that are outstanding immediately prior to the consummation of such consolidation or merger do not, immediately after the consummation of such consolidation or merger, hold voting securities that collectively possess at least a majority of the voting power of all the outstanding securities of the surviving entity of such consolidation or merger or such surviving entity's parent entity; (ii)... a transfer (in a single transaction or series of related transactions) by one or more stockholders to one Person or to any group of Persons acting in concert, of outstanding shares of the Company's capital stock then collectively possessing a majority or more of the voting power of all then outstanding shares of the Company's capital stock (computed on an as-converted to common stock basis); or (iii) any sale or other disposition of all or substantially all of the assets of the Company. View More Arrow
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