Change in Control of a Member Sample Clauses

Change in Control of a Member. (a) In the event that Bechtel ceases to be a privately held company owned and controlled directly or indirectly by the Bechtel family and its senior management personnel, at the sole discretion of the University, Bechtel shall be considered as having withdrawn and resigned from the Company and its Membership Interest shall be terminated upon redemption by the Company to Bechtel of its Capital Interest existing at the time of such transfer for a purchase price equal to the positive balance, if any, of Xxxxxxx'x Capital Account. Provided further that Xxxxxxx’x rights to participate in the management and sharing of profits and losses transferred in accordance with Exhibit D shall continue to be exercised by WG and BWXT as provided therein.
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Change in Control of a Member. At any time, a "Change in Control" of a Member shall be deemed to be a sale, transfer or conveyance of such Member's Percentage Interest and shall trigger the right of the other Member to purchase such Member's Percentage Interest pursuant to Section 9.2 as if this change in control was a default by the changed member. For purposes of this Agreement "Change in Control" of a Member shall mean a change in the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Member, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities and Exchange Act of 1934.
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Change in Control of a Member. Except where a Member’s shares are listed on a recognized stock exchange, if after the Effective Date there is to be a Change in Control of a Member or there is a Change in Control of a Member then the Member in relation to whom a Change in Control is to occur or has occurred (“CC Member”), shall promptly give a Notice (“Change in Control Notice”) to the other Member (or Members, as the case may be) (“Continuing Member” or “Continuing Members”, as the case may be) of the fact that a Change in Control will occur or has occurred. The Change in Control Notice will (subject to any Project Security) will constitute a grant by the CC Member to the Continuing Member or Continuing Members, as the case may be of an option (“CC Option”) to acquire its entire Membership Interest (“Interest”) and the CC Option:
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Change in Control of a Member. Without limiting the ----------------------------- generality of the provisions of Section 11.1(a), upon the occurrence of a Change --------------- of Control Event with respect to either Member, the sole remedy of the other Member shall be to trigger its buy/sell rights pursuant to ARTICLE XI. A "Change ---------- of Control Event" shall mean a transaction or a series of related transactions (voluntary or involuntary, by operation of law or otherwise) resulting in (i) a merger of (or other business combination with respect to) such Member, where the Person(s) owning such Member prior to such event constitute less than fifty percent (50%) of the Person(s) owning such Member after such event or where the Person(s) owning such Member prior to such event do not retain possession, directly or indirectly, of the right to direct or cause the direction of the management and policies of such Member, whether through the ownership of voting securities, by contract or otherwise, (ii) a change in the beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of such Member, or (iii) a sale of all or substantially all of the assets of such Member; provided, however, that a Transfer permitted pursuant to Section 10.1 -------- ------- ------------ shall not constitute a Change of Control Event for purposes of the foregoing.
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Change in Control of a Member. If the owners of a Member as of the date of this LLC Agreement cease at any time to own at least 51% of the voting interests of such Member (a "Change in Control"), unless the other Members shall agree otherwise such Member shall relinquish all voting rights associated with its Percentage Interest (except its rights under Section 3.7(a), (c), (d), (e), (f) and (k)). Provided, however, that no such relinquishment shall occur if the aggregate tangible net worth of the owners of such Member immediately after such change in control is at least equal to the aggregate tangible net worth of the owners of such Member immediately prior to such change in control.
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Related to Change in Control of a Member

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Change of Control/Change in Management (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent;

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

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