Non Control Acquisition

Non Control Acquisition. Shall mean a Corporate Transaction that is a merger or consolidation involving the Company (or any other substantially similar transaction or series of related transactions involving the Company) where individuals who were members of the Board immediately prior to such Corporate Transaction constitute at least a majority of the members of the board of directors (or similar governing body) of the Company or other surviving, resulting or acquiring entity in such Corporate Transaction immediately... after such Corporate Transaction. View More

Non Control Acquisition. A. Retention of voting power. A merger, consolidation, or reorganization (the "Reorganization Event") in which the shareholders who were Beneficial Owners of the Voting Securities of UBL immediately before the Reorganization Event own, directly or indirectly, at least sixty-five percent (65%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from the Reorganization Event (the "Surviving Corporation") in substantially the same proportion as their... ownership of the Voting Securities immediately before the Reorganization Event; and B. Board composition. The individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for the Reorganization Event constitute at least a majority of the members of the Board Of Directors of the surviving corporation; View More

Non Control Acquisition. Shall mean a Corporate Transaction that is a merger or consolidation involving the Company (or any other substantially similar transaction or series of related transactions involving the Company) where: (1) Persons who are the Beneficial Owners of the Voting Power of the Company immediately prior to such Corporate Transaction will Beneficially Own, by reason of such immediately prior Beneficial Ownership, immediately after such Corporate Transaction an aggregate of more than 45% of the Voting... Power of the surviving, resulting or acquiring entity in such Corporate Transaction; and (2) such Corporate Transaction shall not result in a Change in Control with respect to the surviving, resulting or acquiring entity under clause (i) of the definition of "Change in Control" (as if such definition and the definition of "Permitted Holder" referred to such surviving, resulting or acquiring entity and taking into account the paragraph beginning "Notwithstanding" immediately following clause (iv) of such definition); and (3) individuals who were members of the Board immediately prior to such Corporate Transaction constitute at least a majority of the members of the board of directors (or similar governing body) of the Company or other surviving, resulting or acquiring entity in such Corporate Transaction immediately after such Corporate Transaction. View More

Non Control Acquisition. Means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interests is owned, directly or indirectly, by the Company (a "Related Entity"); or (ii) the Company or any Related Entity.