Control Transaction definition

Control Transaction means any of the following transactions or any combination thereof:

Control Transaction has the meaning set forth in Section 8.02(b)(ii).

Control Transaction means the acquisition by a person or group of the status of a controlling person.[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

Examples of Control Transaction in a sentence

• Not later than thirty calendar days following a Change of Control, the Issuer or the Company or any Guarantor will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount of Notes repurchased plus accrued and unpaid interest on such Notes to but excluding the date of purchase; provided that, no such Offer to Purchase shall be required to the extent the Person or group that acquires control in such Change of Control transaction is a Qualified Investor.

• In no event, however, shall a Change in Control be deemed to have occurred, with respect to a Participant, if that Participant is part of a purchasing group which consummates the Change in Control transaction.

• To the extent that the consideration paid in any such Change in Control transaction consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in good faith by the Administrator.

• Immediately following the consummation of the Change in Control, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control transaction.

• Immediately following the consummation of the Change in Control, all outstanding Awards under the Discretionary Grant Program shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control transaction.

More Definitions of Control Transaction

Control Transaction means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock.

Control Transaction is defined in section 6(d).

Control Transaction means (a) any tender offer for or acquisition of capital stock of the Company pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (b) any Corporate Change Merger of the Company; (c) any contested election of directors of the Company; or (d) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. As used herein, “Common Stock” means the common stock of the Company, $.01 par value per share, or any stock or other securities hereafter issued or issuable in substitution or exchange for the Common Stock.

Control Transaction means (A) any tender offer for or acquisition of capital stock of Employer pursuant to which any person, entity, or Group directly or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (B) any Corporate Change Merger of Employer; (C) any contested election of directors of Employer; or (D) any combination of the foregoing, any one of which results in a change in voting power sufficient to elect a majority of the Board of Directors of Employer. As used herein, “Group” means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, “Corporate Change” shall not include the Acquisition, the Offering or any public offering of equity of Employer pursuant to a registration that is effective under the Securities Act of 1933, as amended. As used herein, “Acquisition” and “Offering” shall have the same meaning given to those terms in the Rosetta Resources Inc. 2005 Long-Term Incentive Plan.

Control Transaction means (aa) any tender offer for or acquisition of capital stock of Purchaser, (bb) any merger, consolidation, or sale of all or substantially all of the assets of Purchaser which has been approved by the shareholders, (cc) any contested election of directors of Purchaser which results in a change in the majority of the Board of Directors of Purchaser, or (dd) any combination of the foregoing which results in a change in voting power sufficient to elect a majority of the Board of Directors of Purchaser.

Control Transaction means an agreement by the Company to be a party to (a) any consolidation or merger, other than a merger or consolidation in which the holders of the Company's Common Stock (exclusive of the Investors and their Affiliates and Associates) immediately prior to such merger or consolidation Beneficially Own a majority of the common stock of the surviving corporation immediately after such merger or consolidation or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

Control Transaction means any of the following: