Change-in-Control of Seller definition

Change-in-Control of Seller has the meaning specified in Section 14.1(c) (Assignment and Transfer).
Sample 1
Change-in-Control of Seller means the date that: (a) any one person, entity or group acquires ownership of capital stock of Seller or Parent that, together with the capital stock of Seller or Parent already held by such person, entity or group, constitutes more than 50% of the total fair market value or total voting power of the capital stock of Seller or Parent; provided, however, if any one person, entity or group is considered to own more than 50% of the total fair market value or total voting power of the capital stock of Seller or Parent, the acquisition of additional capital stock by the same person, entity or group shall not be deemed to be a Change of Control of Seller; (b) a majority of members of the board of directors of Seller or Parent is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such board prior to the date of the appointment or election; or (c) any one person, entity or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person, entity or group) assets from Seller or Parent that have a total gross fair market value at least equal to 80% of the total gross fair market value of all of the assets of Seller or Parent immediately prior to such acquisition or acquisitions; provided, however, a transfer of assets by Seller or Parent shall not deemed to be a Change of Control of Seller if the assets are transferred to (A) a shareholder of Seller or Parent (immediately before the asset transfer) in exchange for or with respect to its capital stock in Seller or Parent, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by Seller or Parent, (C) a person, entity or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding capital stock of Seller or Parent, or (D) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person, entity or group described in subparagraph (C) above.
Sample 1
Change-in-Control of Seller means the occurrence of any of the following events:
Sample 1

Examples of Change-in-Control of Seller in a sentence

  • Furthermore, the provisions of this Section 13 shall not apply to transfers by operation of ---------- law, deed or otherwise to a Person in the event of a Change in Control of Seller, and immediately after such a Change in Control, the provisions of this Section 13 shall be deemed null, void and of no further force and effect.

  • This Agreement may be assigned by Seller without Purchaser’s prior written consent in connection with a Change in Control of Seller, to an Affiliate of Seller, or to a lender for purposes of collateral security.

  • Seller covenants and agrees that without the express written consent of Buyer any Change in Control of Seller shall be prohibited; provided, however, that notwithstanding the foregoing, if the Person acquiring the control of Seller meets the requirements of a Permitted Assignee, Buyer’s consent shall not be required.

  • Furthermore, the provisions of this Section 13 shall not apply to transfers by operation of ---------- law, deed -42- or otherwise to a Person in the event of a Change in Control of Seller, and immediately after such a Change in Control, the provisions of this Section 13 ---------- shall be deemed null, void and of no further force and effect.

  • Section 3.1.9 shall terminate immediately upon a Change in Control of Seller.

  • Any Change in Control of Seller shall have occurred without Administrative Agent’s prior written consent and Seller shall fail to repurchase all Purchased Mortgage Loans and MBS then subject to outstanding Transactions on or before [***] after such Change in Control.

  • Seller covenants and agrees that without the express written consent of Buyer any Change in Control of Seller shall be prohibited; provided, however, that notwithstanding the foregoing, if the Person acquiring the control of Seller meets the requirements of a Permitted Assignee, Buyer's consent shall not be required.

  • Notwithstanding the foregoing, (i) Buyer may assign this Agreement or any of its rights hereunder without the prior written consent of any other Party to (x) any Affiliate of Buyer or (y) in connection with a Change in Control of Buyer; and (ii) Seller Parties may assign this Agreement or any of its rights hereunder without the prior written consent of any other Party to (x) any Affiliate of Seller Parties or (y) in connection with a Change in Control of Seller Parent.

  • If Seller proposes to enter into discussions or negotiations with any Person (a “Prospective Transferee”) concerning any transaction that would constitute a Change in Control of Seller (a “Transfer”), Seller shall, not fewer than five (5) Business Days before entering into any “no shop” or other legally-binding agreement to negotiate exclusively with the Prospective Transferee, give a written notice to the Purchaser stating that it is conducting such discussions or negotiations.

  • Furthermore, the provisions of this Section 13 shall not apply to transfers by operation of law, deed or otherwise to a Person in the event of a Change in Control of Seller, and immediately after such a Change in Control, the provisions of this Section 13 shall be deemed null, void and of no further force and effect.

Related to Change-in-Control of Seller

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

  • 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.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, 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.

  • 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 in Control Event means any of the following:

  • 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”).

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

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • 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.

  • 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).

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

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

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

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • 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 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 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 means the occurrence of any of the following:

  • Change in Control Termination means that while this Agreement is in effect:

  • 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.

  • Constructive Termination means:

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in 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 Notes and the Securities issued together with the Notes), (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.