CIC Sample Clauses
The CIC (Change in Control) clause defines the rights and obligations of parties in the event that there is a significant change in the ownership or control of a company. Typically, this clause outlines what constitutes a change in control, such as a merger, acquisition, or sale of a majority of shares, and specifies the consequences, which may include accelerated payments, termination rights, or other adjustments to the agreement. Its core practical function is to protect the interests of parties by providing certainty and recourse if the company’s control structure changes, thereby addressing potential risks associated with new ownership or management.
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CIC. For purposes of this Amendment, “CIC” means (1) a merger, consolidation or other reorganization of Streamline Health approved by the shareholders of Streamline Health unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly, by the same shareholders prior to the CIC, or (2) a shareholder-approved sale, transfer or other disposition of all or substantially all Streamline Health’s assets (including the CLG Business) in liquidation or dissolution of Streamline Health or otherwise, or (3) the acquisition, directly or indirectly by any person or related group of persons (other than Streamline Health, a person that directly or indirectly controls, is controlled by, or is under common control with, Streamline Health, of beneficial ownership (within the meaning of Rule 13d-3 of the ▇▇▇▇ ▇▇▇) of securities possessing more than fifty percent (50%) of the total combined voting power of the outstanding securities of Streamline Health pursuant to a tender or exchange offer made directly to the shareholders of Streamline Health, or (4) a change in the composition of the board of directors of Streamline Health (the “Board”) over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of the same Board members as existed prior to the CIC.
CIC of Sellers' Disclosure Schedule sets forth for CIC (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, and (iv) all accounts payables of CIC. CIC is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation except where the failure to be so organized, existing and in good standing will not have a Sellers' Material Adverse Effect. CIC is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required except where the failure to be so authorized and in good standing will not have a Sellers' Material Adverse Effect. CIC has full corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned and used by it except where the failure to have such licenses, permits or authorizations will not have a Sellers' Material Adverse Effect. The Sellers have delivered to the Buyer correct and complete copies of the charter and bylaws of CIC (as amended to date). All of the issued and outstanding shares of capital stock of CIC have been duly authorized and are validly issued, fully paid, and nonassessable, and are held by Caprius. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Caprius to sell, transfer, or otherwise dispose of any capital stock of CIC or that could require CIC to issue, sell, or otherwise cause to become outstanding any of its own capital stock (other than this Agreement).
CIC. Resident agrees to use the following special precautions for gas grills (if applicable): Before using the grill: Check the hose or tubes for leaks, cracks, brittleness, holes, and kinks. Make sure there are no sharp bends in the hose or tubing. Using a pipe cleaner or wire, clear any blockages caused by dirt, insects, etc. Check the connections between the tank, hoses or tubes, and the burner, to ensure that they have been connected properly and completely.
CIC. The Property is a part of the CIC. ( ) ( ) please initial indicating you understand and agree to section 20 5/8