Acquiror Change in Control definition
Acquiror Change in Control means (a) a merger or consolidation in which (i) Acquiror is a constituent party, or (ii) a Subsidiary of Acquiror is a constituent party and Acquiror issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (i) or (ii) any such merger or consolidation involving Acquiror or a Subsidiary of Acquiror in which the shares of capital stock of Acquiror outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock which represent, immediately following such merger or consolidation, more than sixty percent (60%) by voting power of the capital stock of (A) the surviving or resulting corporation or (B) if the surviving or resulting corporation is a wholly owned Subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (b) the sale by Acquiror of all or substantially all the assets of Acquiror and its Subsidiaries taken as a whole; or (c) the sale by the stockholders of Acquiror of more than fifty-one percent (51%) by voting power of the then-outstanding capital stock of the Acquiror to any single Person or “group” (as defined in the Exchange Act) of Persons.
Acquiror Change in Control means (A) any sale of all or substantially all of the assets of Acquirer, (B) any acquisition or purchase from Acquiror, or any tender offer or exchange offer, by any Person or Group, that if consummated would result in any Person or Group beneficially owning more than 50% of the total outstanding voting power of Acquiror, or (C) any merger, consolidation, business combination or similar transaction involving Acquiror pursuant to which the stockholders of Acquirer immediately preceding such transaction hold securities representing less than 50% of the total outstanding voting power of the surviving or resulting entity of such transaction (or parent entity of such surviving or resulting entity), in each case, for consideration consisting exclusively of cash or a mixture of cash and publicly-traded equity securities (but not, for the avoidance of doubt, exclusively of publicly-traded equity securities).
Acquiror Change in Control shall be deemed to have occurred when (i) any “person” or “group” (as such terms are used in Sections 13(e) and 14(d) of the Exchange Act) is or becomes the beneficial owner of shares representing more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of the Acquiror or (ii) the Acquiror (A) consolidates with or merges into any other corporation or any other corporation merges into the Acquiror, and in the case of any such transaction, the outstanding Acquiror Common Shares are changed or exchanged into other assets or securities as a result, unless the stockholders of the Acquiror immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the voting stock of the Acquiror immediately before such transaction, or (B) conveys, transfers or leases all or substantially all of its assets to any Person (other than a wholly-owned Subsidiary as a result of which the Acquiror becomes a holding company).