A Change of Control means (a) the acquisition by any individual, entity or group (within the meaning of Section 12(d)(3) or 14 (d)(2) of the Exchange Act) (an "Acquiring Person") of beneficial ownership (within the meaning of the rule 13d-e promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of Common Stock of the Corporation (the "Outstanding Corporation common stock") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); (b) individuals who, as of the date hereof, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof, whose election, or nomination for election by the Corporations shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Acquiring Person other than the Board; or (c) approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. 4 EXHIBIT 10.40 In addition to the foregoing, in the event a Change In Control transaction occurs and the options evidenced by this Agreement become subject to such acceleration of exercisability but the holder of such options elects not to exercise such options, all such options shall terminate upon consummation of such Change In Control transaction.
A Change of Control means an occurrence any of the following:
A Change of Control means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person or group of related Persons, as defined in Section 13(d) of the Exchange Act (a "Group"), other than to Permitted Holders; (ii) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company; (iii) any Person or Group (other than Permitted Holders) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Voting Stock of the Company or any successor to all or substantially all of its assets; or (iv) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors.
Examples of A Change of Control in a sentence
A Change of Control of Provider will be deemed an assignment of this Agreement.
A Change of Control Put Notice, once given, shall be irrevocable.
A Change of Control (as defined below) shall occur with respect to the Company, unless Holder shall have expressly consented to such Change of Control in writing.
A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
A Change of Control of Partner will be deemed an assignment of this Agreement.
More Definitions of A Change of Control
A Change of Control means a person or any persons acting in concert (as defined in article 606 of the Belgian Company Code) (jointly referred to as the Offeror):
A Change of Control means:
A Change of Control. [has/has NOT] occurred [on (date)]. If a Change of Control has NOT occurred, Executive is not entitled to any benefits under the Termination Agreement.
A Change of Control means with respect to the Company or any of its major subsidiaries that any of the following events has occurred:
A Change of Control shall be deemed to have occurred at the time (whether or not approved by the Management Board or Supervisory Board of the Issuer) that any person or persons (“Relevant Person(s)”) acting in concert or any person or persons acting on behalf of any such Relevant Person(s), at any time directly or indirectly or acquire(s) or come(s) to own (A) more than 50 per cent. of the issued ordinary share capital of the Issuer or (B) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of shareholders of the Issuer.
A Change of Control means any transaction where one Party is acquired, merged into or consolidated with or reorganized into another corporation or legal entity and as a result of such transaction less than a majority of the combined voting power of the then outstanding securities of the Party immediately after the transaction are held in the aggregate by the persons holding such securities immediately prior to the transaction. A Change of Control shall not include any transaction where the other party to the transaction is a wholly owned subsidiary of the ultimate parent corporation of the Party.
A Change of Control means: (i) the acquisition by an individual person or entity or a group of individuals or entities acting in concert, directly or indirectly, through one transaction or a series of transactions, of more than 50% of the outstanding voting securities of WFI; (ii) a merger or consolidation of WFI with or into another entity after which the stockholders of WFI immediately prior to such transaction hold less than 50% of the voting securities of the surviving entity; (iii) any action or event that results in the Board of Directors consisting of fewer than a majority of Incumbent Directors (“Incumbent Directors” shall mean directors who either (A) are directors of WFI as of the date hereof, or (B) are elected or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination); or (iv) a sale of all or substantially all of the assets of WFI.