Change of Control or Ownership. (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Company; or (ii) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Company (together with any successors appointed, nominated or elected by such directors in the ordinary course) shall cease for any reason to constitute a majority of the board of directors of the Company; or
Change of Control or Ownership. Either party may terminate this Agreement upon thirty (30) days' written notice if the ownership or control of at least fifty percent (50%) of the assets or voting securities of the other party are transferred and, in the non-changing party's reasonable judgment, the other party's new owner or controlling entity is a competitor of the non-changing party in the field of erectile dysfunction in the Territory.
Change of Control or Ownership. 38 The Recipient shall notify the Government in advance of any proposed change in the management or control, including any change in directors or any change in legal or beneficial interest in the share capital of the Recipient representing more than 50% of total issued share capital of the Recipient at the time of the proposed change or 50% in aggregate of any prior and proposed change of total issued share capital at the time of the proposed change.
Change of Control or Ownership. (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of Icon (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of Icon; or (ii) unless the Icon Debt Assumption has occurred, the Company shall cease to be a wholly-owned Subsidiary of Icon; or (iii) during any period of up to 24 consecutive months, commencing on the date of this Agreement, individuals who at the beginning of such 24-month period were directors of Icon (together with any successors appointed, nominated or elected by such directors in the ordinary course) shall cease for any reason to constitute a majority of the board of directors of Icon; provided, that neither the consummation of the Neptune Separation nor the consummation of the Neptune Acquisition shall constitute an Event of Default under this clause (g); or
Change of Control or Ownership. FMN will not, during the term of this Agreement as it may extended, cause or authorized, or obligate itself to cause or authorize, any Reorganization (defined below) with any entity **. A Reorganization shall mean any capital reorganization of the Common Stock, or a merger or consolidation of the Company with or into another corporation, unless FMN shall be the surviving corporation, or the sale of all or substantially all of FMN's capital stock or assets to any other person or entity, or any other form of business combination or reorganization in which control of FMN is transferred. "Control" shall be deemed to have been transferred in a transaction or series of transactions in which any person, or group of related persons, shall have acquired beneficial ownership of more than 25% of the capital stock of FMN (assuming all rights, options, warrants or convertible or exchangeable securities entitling the holders thereof to subscribe for or purchase or otherwise acquire shares of capital stock have been fully exercised or converted)or of substantially all of the assets of FMN.
Change of Control or Ownership. MC will not, during the term of this Agreement as it may be extended, cause or authorize, or obligate itself to cause or authorize, any Reorganization (defined below) with any entity ** . A Reorganization shall mean any capital reorganization of the Common Stock, or a merger or consolidation of the Company with or into another corporation, unless MC shall be the surviving corporation, or the sale of all or substantially all of MC's capital stock or assets to any other person or entity, or any other form of business combination or reorganization in which control of MC is transferred. "Control" shall be deemed to have been transfered in a transaction or series of transactions in which any person, or group of related persons, shall have acquired beneficial ownership of more than 25% of the capital stock of MC (assuming all rights, options, warrants or convertible or exchangeable securities entitling the holders thereof to subscribe for or purchase or otherwise acquire shares of capital stock have been fully exercised or converted) or of substantially all of the assets of MC.
Change of Control or Ownership. Either Party may terminate this Agreement upon thirty (30) days' written notice if the ownership or control of at least fifty percent (50%) of the assets or voting securities of the other Party are transferred and, in the non-changing Party's reasonable judgement, the other Party's new owner or controlling entity is a competitor of the non-changing Party in the field of oncology. In addition to this right, if fifty per cent (50%) or more of SuperGen's assets or if the ownership of the controlling interest in SuperGen becomes subject to the control of persons not presently owners of SuperGen, then within thirty (30) days of receipt of notice to Xxxxxx from SuperGen of such a change in control, Xxxxxx may request from such controlling persons a written affirmation that the same level of time, money, personnel and other resources devoted by SuperGen to meet its obligations under the terms and conditions of this Agreement prior to the change of control will be available to SuperGen to meet its obligations under the terms and conditions of this Agreement after the change of control. If the controlling persons do not provide such written affirmation to Xxxxxx within thirty (30) days after the date of Xxxxxx'x request, then Clause 20.3 of this Agreement shall automatically be amended to provide that a dispute between the Parties that cannot be resolved by reference to the appropriate Divisional Presidents of Xxxxxx and the President of SuperGen, will be resolved in Xxxxxx'x favor.
Change of Control or Ownership. BIPI shall have the right to terminate this Agreement if 3DP is acquired, merges with or otherwise combines with a company not a party to this Agreement. Termination under this clause does not require termination fee payments as set forth in Section 4.3. However, before terminating the Agreement pursuant to this Section, BIPI shall reasonably consider alternative steps as provided in Section 12.12.
Change of Control or Ownership. The Borrowers will not permit a Change of Control or a Change of Ownership.
Change of Control or Ownership. (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Company (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the Company; or (ii) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Company (together with any successors appointed, nominated or elected by such directors in the ordinary course) shall cease for any reason to constitute a majority of the board of directors of the Company; provided that the consummation of the Neptune Transactions shall not constitute an Event of Default under this clause (g); or
