Board Change of Control definition

Board Change of Control means a majority of the members of our Board ceasing to be “continuing directors” which means any member of our Board who: (i) was a member of such board immediately following the merger and spin-off transactions on October 1, 2015; or (ii) was nominated for election or elected or appointed to the board with the approval of a majority of the “continuing directors” who were members of such board at the time of such nomination, election or appointment.
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Board Change of Control means a majority of the members of the Board of Directors of the General Partner ceasing to be Continuing Directors.
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Board Change of Control means and shall be deemed to have occurred as of the date and time at which a majority of the members of the Board of Directors of the Company do not consist of (i) persons who were members of the Board of Directors of the Company on the date of this Agreement, other than any person who was or is an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person, and (ii) persons, the nomination for election or election to the Board of Directors of the Company of whom is recommended or approved by a majority of the members of the Board of Directors of the Company satisfying either clause (i) above or this clause (ii).
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Examples of Board Change of Control in a sentence

  • If Mr. Taubman’s service with PJT Partners Holdings is terminated for any reason other than his resignation without Board Change Good Reason or a termination of service by PJT Partners Holdings for cause, in each case within 24 months following a Board Change of Control, then (1) the covenants of non-competition and non-solicitation of client and investors will expire upon termination, and (2) the covenants of non-solicitation of employees and consultants will expire six months after termination.

  • A Change of Control shall have occurred and, with respect to a Board Change of Control only, Agent or Majority Lenders shall have declared in writing that such Board Change constitutes an Event of Default within [30] days after the occurrence of such Board Change of Control.

  • Agent and Lenders agree not to charge Co-Borrowers any fee in order to waive or not declare an Event of Default as a result of a Board Change of Control.

  • Not later than 15 Business Days prior to the anticipated date (the “Anticipated Closing Date”) of the completion of a Change of Control (other than a Board Change of Control), the Corporation shall provide written notice of the anticipated Change of Control to all Participants, which notice shall describe the Change of Control and set out the Anticipated Closing Date.

  • The Commission reopens Docket No. CP2016–53 for consideration of matters raised by the Postal Service’s Notice.

  • In the event of a Board Change of Control, the Management Shares will be entitled to 15 per cent.

  • The rights may be Exercised earlier than three years under certain specific conditions, including a Takeover or Board Change of Control, as set out in the paragraph headed Exercise dates below.

  • The Monitor has conducted a thorough review of the Claims made in respect of the Management Change of Control Bonuses and the Board Change of Control Bonuses (collectively, the “ Change of Control Bonuses”) and the Claims in respect of same (collectively, the “Change of Control Claims”) and has reviewed certain additional supporting documentation provided by the Applicants.

  • The Rights may be redeemed by the Board (or if there has been a Board Change of Control, then the Board only with the approval of the Shareholders who are the holders of a majority of the outstanding shares of Common Stock that are not beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person), at a Redemption Price of $0.001 per Right, at any time until a Flip-in Trigger has occurred.

  • The Board (or if there has been a Board Change of Control, then the Board only with the approval of the Shareholders who are the holders of a majority of the outstanding shares of Common Stock that are not beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person) may amend or supplement the Plan in any respect until a Flip-in Trigger has occurred.


More Definitions of Board Change of Control

Board Change of Control with respect to the Company, shall mean and shall be deemed to have occurred as of the date and time at which a majority of the Board of Directors shall not be composed exclusively of:
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Board Change of Control. ’ means the date upon which the board of directors of the Company
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Board Change of Control means a majority of the members of the Board ceasing to be Continuing Directors and “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Argon HoldCo who: (i) was a member of such Board of Directors immediately following the Closing; or (ii) was nominated for election or elected or appointed to the Board with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination, election or appointment, 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 a Person other than the Board. Further, for purposes of this Partner Agreement, “Board Change Good Reason” means the occurrence of any of the following events without your written consent: (i) a material adverse change in your titles, positions, authority, duties or responsibilities, (ii) the assignment to you of any duties materially inconsistent with your positions, (iii) a reduction of your salary, (iv) the relocation of your principal place of employment to anywhere other than New LP’s principal office, (v) a breach by New LP or its affiliates of this Agreement or any other material agreement with New LP or its affiliates, (vi) the failure of Argon HoldCo to nominate you or your failure to be elected to the Board (other than as a result of your voluntary resignation) or your removal as a member of the Board by Argon HoldCo (other than for Cause), (vii) the failure by New LP to obtain written assumption of this Partner Agreement by a purchaser or successor of New LP, (viii) Argon HoldCo or any of its affiliates effecting a material disposition, acquisition or other business combination, (ix) Argon HoldCo or any of its affiliates entering into a new significant business line or discontinuing a significant existing business line, (x) the hiring or firing of any executive officer, or (xi) Argon HoldCo or any of its affiliates making any material compensation decisions with respect to partners or employees other than yourself (including without limitation, the size, amounts, allocations and terms and conditions of bonus pools and other incentive compensation, equity plans and awards and equity-based plans and awards) or Argon HoldCo or any of its affiliates failing to implement a...
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Related to Board Change of Control

  • Change of Control means the occurrence of any of the following events:

  • Board Change means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, 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.

  • Specified Change of Control a “Change of Control” (or any other defined term having a similar purpose) as defined in the Senior Subordinated Note Indenture.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Transaction means the occurrence of any of the following events:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Effective Date means the first date during the Change of Control Period (as defined in Section 7.2) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company (or applicable affiliated company) is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Change of Control Effective Date” shall mean the date immediately prior to the date of such termination of employment.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).