Change in Control of Shareholder Sample Clauses

Change in Control of Shareholder. (i) In the event that there is a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholders in writing of such change in control. Any of the Shareholders who objects to such change in control shall be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require the Affected Shareholder to dispose of all its shares in the capital of the Company at the Prescribed Price. A copy of the Objection Notice shall be promptly delivered to the Company and to the other Shareholders. Upon receipt of the Objection Notice, the Affected Shareholder shall be deemed to have served on the Company a Transfer Notice on the date of the Objection Notice in accordance with the provisions of Clause 10(B)(iii) and the provisions of Clause 10(B)(iii) to Clause 10(B)(x), and Clause 10(B)(xii) shall apply mutatis mutandis in relation to such Transfer Notice, save that:-
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Change in Control of Shareholder. (i) Prior to the completion of a change in control of any Shareholder, such Shareholder (the "Affected Shareholder") shall notify the Company and the other Shareholder (the "Remaining Shareholder") in writing of such change in control. In the event the Remaining Shareholder objects to such change in control, it shall, within 30 days after notice from the Affected Shareholder, be entitled by notice in writing to the Affected Shareholder (the "Objection Notice") to require, (a) in the event the Affected Shareholder is CSM, CSM to purchase all of the shares in the capital of the Company held by Lucent at Fair Market Value and (b) in the event the Affected Shareholder is Lucent, Lucent to sell to CSM all of the shares in the capital of the Company held by Lucent at Fair Market Value. To exercise this right, the Remaining Shareholder shall first make a FMV Determination Request to the Affected Shareholder (and shall provide a copy thereof to the Company). Within 30 days of determination of Fair Market Value, the Remaining Shareholder shall either provide notice to the Affected Shareholder (and shall provide a copy thereof to the Company) that it has elected to exercise its rights under this sub-Clause (E) or shall be deemed to have waived such rights. The delivery of the Objection Notice shall for purposes of determining Fair Market Value be deemed to be a FMV Determination Request. A copy of the Objection Notice shall be promptly delivered to the Company. Subject to any U.S., Singapore or other regulatory filings or notifications and/or the receipt of any U.S., Singapore or other regulatory approvals or consents, if any, the completion of the purchase and sale transaction contemplated under this sub-Clause (E) shall occur simultaneously with or as soon as practicable after the consummation of the change of control transaction of the Affected Shareholder. Following the completion of the purchase and sale transaction contemplated under this sub-Clause (E), Lucent and CSM shall be subject to the ramp down provisions set forth in Clause 14(H) below.
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Change in Control of Shareholder 
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Related to Change in Control of Shareholder

  • CHANGE IN CONTROL OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • 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:

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • 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:

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