Purchaser Change of Control means any business consolidation, amalgamation, arrangement, merger, redemption, compulsory acquisition or similar transaction pursuant to which 100% of the shares or all or substantially all of the assets of the Purchaser are transferred, sold or conveyed, directly or indirectly, to any other Person or group of Persons, acting jointly or in concert.
Purchaser Change of Control means (a) the consummation of a merger or consolidation of Purchaser (or its parent entity, if applicable) with or into another entity (except a merger or consolidation in which the holders of equity interests of Purchaser (or its parent entity, if applicable) immediately prior to such merger or consolidation continue to hold more than 50% of the outstanding voting equity interests of the surviving or resulting entity (or its parent entity) immediately after such transaction), (b) the transfer (whether by merger, consolidation or otherwise), directly or indirectly, in one transaction or a series of related transactions, to a Person or group of affiliated Persons, of equity interests of Purchaser if, after such transfer, such Person or group of affiliated Persons would be deemed an Affiliate of Purchaser (or any surviving entity (or its parent entity), if applicable), or (c) the sale of all or substantially all of the assets of Purchaser or the transfer of all or substantially all of the rights to all of the Products to a Third Party or Third Parties in one transaction or a series of related transactions, or the sale of a majority of the consolidated assets of Purchaser’s parent entity, taken as a whole (if applicable).
Purchaser Change of Control means a Change of Control of Purchaser.
Examples of Purchaser Change of Control in a sentence
In the event of (i) a disposition of the Surviving Corporation or any of its material assets during the Earnout Period that materially and negatively impacts the achievement of the Earnout Amount or (ii) a Purchaser Change of Control, the Earnout Amount shall be deemed to be accelerated in full, deemed to equal $20,000,000, and paid on the date of the closing of such transaction, whether or not the Net Revenue was, or was likely to be, greater than the Net Revenue Target.
In the event of a Purchaser Change of Control during the Earnout Period, Purchaser shall ensure the covenants and obligations set forth in this Section 1.14 would be assumed in full by the acquiring Entity in the Purchaser Change of Control.
Upon the consummation of a Purchaser Change of Control, all Monthly Payments thatremain unpaid on the date of such Purchaser Change of Control shall accelerate and become immediately due and payable, and all such Monthly Payments shall be paid at or prior to the consummation of such Purchaser Change of Control (the “Change of Control Payment”).
For the purposes of this Section 2.14 the term “Purchaser Shares” shall, following a Purchaser Change of Control, be deemed to include any securities that are included in any Alternate Consideration.
In the event of a Purchaser Change of Control or a Company Change of Control, the Employee shall be entitled to immediate vesting of the then unvested portion of the Rollover Bonus and payment therefor and any interest thereon, payable within thirty (30) days following the Purchaser Change of Control or Company Change of Control, as applicable.
More Definitions of Purchaser Change of Control
Purchaser Change of Control means: (a) the merger or consolidation of Purchaser (or its ultimate parent) with any Third Party, unless upon completion of the merger or consolidation the Persons who were owners of Purchaser (or its ultimate parent) immediately prior to such merger or consolidation will have more than 50% of the voting control (including, without limitation, the right to appoint or elect more than 50% of the governing body) of the surviving entity of such merger or consolidation; (b) the sale or transfer, directly or indirectly, of 50% or more ownership interests of Purchaser (or its ultimate parent) to one or more Third Parties, whether by one or more transfers within any 12 month period that results in a transfer of 50% or more of the voting control of Purchaser (or its ultimate parent); (c) the sale or transfer, directly or indirectly, of all or substantially all of the assets of Purchaser (individually or on a consolidated basis) to one or more Third Parties, whether by one or more transfers within any 6 month period that results in a transfer of all or substantially all of the assets of Purchaser (individually or on a consolidated basis); or (d) any ownership investment in Purchaser (or its ultimate parent) by a Third Party that gives the Third Party the power to elect 50% of the governing body of Purchaser.
Purchaser Change of Control means any of the following (or any combination of the following) whether arising from any single transaction event or series of related transactions or events that, individually or in the aggregate, result in: (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Purchaser or any of the Purchaser’s Subsidiaries, where the result is the direct or indirect, formal or beneficial consummation of any other transaction referenced in this Section13.1.64; (ii) any sale, lease, exchange, transfer or other disposition of 50% or more of the consolidated assets of the Purchaser or any of the Purchaser’s Subsidiaries; (iii) any issuance, sale or other disposition of 50% or more of the total outstanding voting power of the Purchaser or any of the Purchaser’s Subsidiaries; (iv) any transaction, including a tender offer or exchange offer, that, if consummated, would result in any Person (or the stockholders of any Person) acquiring, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any group which beneficially owns or has the right to acquire beneficial ownership of, 35% or more of the total outstanding voting power of the Purchaser or any of the Purchaser’s Subsidiaries; (v) any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of sufficient voting power of the Purchaser ordinarily entitled to vote in the election of directors, empowering such Person to elect a majority of the members of the Board of the Purchaser, who did not have such power before such transaction; or (vi) the sale, transfer or other disposition of all or substantially all assets of the Purchaser. Sale and Purchase Agreement of Share Capital
Purchaser Change of Control means (i) the acquisition of equity securities of Purchaser by a Person, directly or indirectly, by means of any transaction or series of related transactions other than a transaction or series of transactions in which the holders of the voting securities of Purchaser outstanding immediately prior to such transactions continue to retain (either by such voting securities remaining outstanding, by such voting securities being converted into voting securities of the surviving entity or otherwise), directly or indirectly, more than fifty percent (50%) of the total voting power of Purchaser or such surviving entity outstanding immediately after such transaction or series of transactions; (ii) acquisition of beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the voting securities of Purchaser by a person or “group” (within the meaning of Section 13(d) of the Exchange Act) other than the beneficial owner of voting securities of Purchaser as of immediately prior to the Closing, or (iii) a sale, transfer or disposition, directly or indirectly, of all or substantially all, of the assets of Purchaser; provided that, in each case, any transactions required by the Financing Arrangements upon enforcement thereof or in respect of a Corporate Reorganization shall not be deemed a “Purchaser Change of Control”.
Purchaser Change of Control means the acquisition, directly or indirectly, of all or substantially all of the securities, business, assets or undertakings of the Purchaser’s Group by way of: (A) the acquisition, directly or indirectly, of Control of the Purchaser, or (B) an acquisition of all or substantially all of any member of the Purchaser’s Group’s securities, assets, business or divisions, whether (i) by way of a purchase, acquisition or transfer of the share capital, capital stock, debt securities, equity securities, equity-linked securities or other securities or otherwise of any member of the Purchaser’s Group; (ii) by way of merger, reverse takeover, consolidation, reorganization, joint venture, transfer, exchange, other strategic or business combination or otherwise; or (iii) by any party or group of parties acting together or in concert; and, in each case, together with any similar transaction or series of transactions, which when taken in the aggregate would constitute a Purchaser Change of Control under either of (A) or (B) above;
Purchaser Change of Control means (a) a Person or group of Persons acquires, directly or indirectly, whether by the acquisition of securities of the Surviving Corporation, Purchaser, or any Subsidiary thereof, beneficial ownership of more than fifty percent (50%) of the outstanding capital stock of Purchaser or the Surviving Corporation, (b) Purchaser, any of its Subsidiaries or the Surviving Corporation is merged with or into another entity with the effect that immediately after such transaction the direct or indirect equity owners of Purchaser or the Surviving Corporation immediately prior to such transaction directly or indirectly hold less than a majority in voting power of the surviving entity’s outstanding capital stock, or (c) the direct or indirect sale, lease, exchange, or other transfer of all or substantially all of the assets of Purchaser or the Surviving Corporation on a consolidated basis to a Person that is not an Affiliate of Purchaser or the Surviving Corporation.
Purchaser Change of Control means (i) any acquisition of Purchaser by means of merger, acquisition, or other form of corporate reorganization in which outstanding shares of Purchaser are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a mere reincorporation transaction) and pursuant to which the holders of the outstanding voting securities of Purchaser immediately prior to such consolidation, merger or other transaction fail to hold equity securities representing fifty percent (50%) of the voting power of Purchaser or surviving entity immediately following such consolidation, merger or other transaction (excluding voting securities of the acquiring corporation held by such holders prior to such transaction), or (ii) a sale of all or substantially all of the assets of Purchaser.
Purchaser Change of Control means (a) a merger or consolidation of Purchaser with or into any other corporation or other entity or Person or (b) a sale, lease, exchange or other transfer in one transaction or series of related transactions of all or substantially all of Purchaser’s outstanding securities or all or substantially all of Purchaser’s assets; provided, that the following events shall not constitute a Purchaser Change of Control: (i) a merger or consolidation of Purchaser in which the holders of the voting securities of Purchaser immediately prior to the merger or consolidation hold at least a majority of the voting securities in the successor corporation immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of Purchaser’s assets to a wholly-owned subsidiary; or (iii) the reincorporation of Purchaser.